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Exhibit A
CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : FROM : Members of the Housing and Commercial Loan Committee Geoi Depa for nvh, Director ent of Housing & Community DevelopmektFERENCES : DATE SUBJECT: ENCLOSURES: October 24, 2023 FILE : Dulce Vida Apartments, LLC Dulce Vida Apartments BORROWER: Dulce Vida Apartments, LLC, a Florida limited liability company created for the development of the project. This company has as members Buena Vida Holdings, LLC (0.01% interest), Miami Bethany Community Services, Inc. (0.001%) and Affordable Housing Partners, a tax credit syndicator subsidiary of Berkshire Hathaway (99.989% interest). Buena Vida Holdings, LLC, Manager (0.01% interest) is a Florida limited liability company consisting of the following members: Coral Rock Capital Partners, LLC (80% interest) is a Florida limited liability company consisting of the following members: • Mr. Michael Wohl (25% interest) • SAJ Holdings, LLC (25% interest) • D Brown Family Investments, LLC represented by David Brown, principal (25% interest); and • V Brown Family Investments, LLC represented by Victor Brown, principal (25% interest). The Coral Rock team has experience in the acquisition, development, and management of residential and commercial real estate for more than 30 years. CCH Holdings, LLC ("CCH") (20% interest) is a Florida limited liability company also known as Crystal Clear Holdings. It is represented by Alain Lantigua, Principal. CCH has been in real estate development and management for 15 years. CCH has developed new workforce housing, condo conversions, rehab, and managed Section 8 single family housing in the West Little River corridor, etc. Miami Bethany Community Services, Inc. ("Miami Bethany") is a Florida not for profit corporation that is represented by Pastor Obed Jauregui, principal. Miami Bethany's mission is to empower the community's underserved residents by providing educational programs, community food bank and promotion of affordable housing. They will be the project's community liaison in the Allapattah community. Their role in the project is to develop community outreach programs and utilize the library branch for their adult education program. They will also be involved in assisting the project in identifying local contractors and service agents in the construction, maintenance, and operation of the development. Dulce Vida Apartments 2 October 24, 2023 PROJECT Dulce Vida Apartments will be the new construction of an 8-story mixed -use / mixed -income rental development with a separate, 7-story multi -level garage that will provide a total of two hundred thirty (230) units located at 1785 NW 35 St in the Allapattah neighborhood. The property is currently owned by the City of Miami and will be transferred via a quit claim deed to the Borrower in accordance to Resolution 22-0435 granted by the City Commission on November 17, 2022, for the purpose of developing affordable and workforce housing. The property is currently occupied by a Miami Dade Public Library Branch and also features a parking lot. Once the project is developed, the library will continue to occupy the ground floor of the project as it's been a great asset to the community in Allapattah, providing opportunities for adult learning, homework help, and reliable internet for students. The breakdown of the units is as follows: seventy (70) studios/one-bathroom units; one hundred thirty (130) one-bedroom/one-bathroom units; and thirty (30) two-bedroom/two- bathroom units. The project will offer 92 units will be targeting low-income households at 60% of area median income; 78 units will be targeting workforce households at 100% of area median income; and 60 units will be targeting workforce households that are at 120% of the area median income. One hundred seventy (170) units will be City -assisted. BACKGROUND On February 25, 2019, the Housing & Commercial Loan Committee ("Department") issued a Request for Proposals ("RFP") in HOME Investment Partnerships Program ("HOME") funds; Community Development Block Grant ("CDBG") funds; State Housing Initiatives Partnership Program ("SHIP") funds; Affordable Housing Trust Funds ("AHTF") funds; and Miami Forever General Obligation Bonds ("GOB") for the construction and rehabilitation financing of multifamily rental housing projects. BORROWER' S REQUEST On September 27, 2023, the Borrower submitted a letter requesting $15,000,000 Miami Forever Bonds ("GOB") for the development of an 8-story mixed -used rental building. (170) units will be GOB -assisted, targeting low-income and workforce households. DEPARTMENTAL RECOMMENDATION Based on the Borrower's request, the Department recommends the allocation of up to $15,000,000 in GOB funds to Dulce Vida Apartments, LLC for the development of Dulce Vida Apartments project. The following loan terms and conditions shall apply: 1. Use of Funds: City funds will be used for hard costs. All project financing shall close simultaneously. 2. City Assisted Units: 170 project units shall be assisted with GOB funds. 92 units will be targeting low-income households up to 60% of area median income and 78 units will be for workforce up to 100% of the area median income. Dulce Vida Apartments 3 October 24, 2023 3. Maximum Rent Levels: Rents charged on GOB -assisted units will be subject to Florida Housing Finance Corporation for Multifamily Rental Programs and CWHIP Homeownership according to the income target proposed by the Borrower. The rent and income limits are published annually by the US Department of Housing and Urban Development ("HUD") and Florida Housing Finance Corporation ("FHFC"). 4. Affordability Period: an affordability period of 30 years will apply commencing from the date the City approves the closeout of the project. 5. Loan Repayment & Interest Rate Terms: Interest -only note. Each year, Borrower must make a $10,000 payment, representing a 0.0667% interest rate, to the City. Property must maintain the required affordability structure for 30 years. Failure to comply will result in the full repayment of principal and interest at an agreed upon default interest rate. Full repayment of principal is due at the 30-year maturity. 6. Draw Disbursements: The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. 7. City Incurred Costs: Borrower understands and agrees that $10,000 of the GOB funds may be used by the City to cover costs incurred by the City on behalf of the project. 8. Increase in Project Costs: If the project costs increase ten percent (10%) or more of the original budget, and the Borrower is not able to secure additional funding within 60 days before the project commencement, the project will be subject to recommendation to the Housing and Commercial Loan Committee for de -obligation of the project funding. 9. Retainage(s): Five percent (5%) of each draw request will be retained until the City has received as part of the close-out, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 10. Commitment Fee: There will be a $5,000 commitment fee. 11. Eligible Project Costs: Eligible project costs will be effective from the date of environmental clearance. 12. Reporting Compliance: Borrower is subject to compliance reporting requirements in the process of construction and during the affordability period. 13. Development Benchmarks/Scope of Work: The project shall: (a) commence construction within six (6) months from the Effective Date[i1 of the contract; (b) obtain all certificates of occupancy required for the project within 12 months from the Effective Date; and (c) have all project units rented within 12 months after the issuance of proj ect's certificate(s) of occupancy, but in no event later than 30 months from the Effective Date. 14. Insurance Requirements: Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project. 15. Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan using HUD's approved form and report to the City annually on all actions taken to comply with said plan. Borrower shall comply with the requirements of the affordable housing notice to City Officials Ordinance #13491. 16. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the project shall comply with the requirements of the City of Miami Ordinance 13645, Resident Preference. [i] The "Effective Date" is the date on which the contract has been signed by the City Manager and attested to by the City Clerk. Dulce Vida Apartments 4 October 24, 2023 17. Project Signage: Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City and its costs should be covered under the City Incurred Cost line item. 18. De -obligation of Funds: The City may at its sole discretion de -obligate the funding approved herein, if by no later than six (6) months from the date of approval of the City funds, the Borrower has failed to close on all funding commitments represented herein. 19. City Commission Approval: The allocation of GOB funds will be subject to City of Miami Commission approval. 20. Discretionary Action by Administration: Staff shall have the discretion to approve and, by way of Memorandum, authorize the City Manager to execute any and all documents needed to further the Project Completion, provided, however, that the lien position nor the project terms are not materially affected. 21. Project Default: If the City determines that the project is in default, the following conditions will apply: • The highest interest rate available under the law will be applicable for the funds disbursed from date of disbursement. • The Restrictive Covenant will remain as a restriction on the Project property throughout the Affordability Period; and • The borrower, project developer, managing partner(s) of the borrower and/or other individuals, principals and/or other entities as determined by the City will be debarred from receiving any City funding for a period of five (5) years. Deice Vida Apartments HOUSING AND COMMERCIAL LOAN CO Approved as Recommended by Staff To Include Additional Conditions or Restrictions Disapproved To Include Further Action 5 October 24, 2023 MITTEE DECISION: Yes o ❑N/A ❑ Yes E No !A❑ Yes No A❑ Yes ❑No !A❑ Specify any further action conditions or restrictions: Chairpers r or Re + resentativ da_cco Sta Hf]t15WG R. C4MMERCLAL_ rap Dat+f1AN COMMITTEE OCT 2 4 2023 APPROVED Dulce Vida Apartments, LLC Project Analysis: Dulce Vida Apartments Market Risk According to the City of Miami's 2019-2023 Consolidated Plan, the City of Miami is located in one of the top ten Metropolitan Statistical Areas with the widest wealth gaps and income disparities in the country which correlates with the increasing housing costs city residents are experiencing. This trend has contributed to the excessive number of cost -burdened households in the city. This segment of the population has been impacted by skyrocketing increases in the cost of housing and the lack of affordable housing to meet demand. A staggering portion of the cost - burdened (75 percent) and severely cost -burdened (80 percent) households in the City are renters. The proposed project is a new construction of a mixed-use/mixed-income rental development that will provide a total of two hundred thirty (230) units and approximately 5,000 square feet for a Miami Dade Public Library. The unit breakdown consists of seventy (70) studio/one-bathroom units; one hundred thirty (130) one-bedroom/one-bathroom units; and thirty (30) two- bedroom/two-bathroom units. The project will offer 92 units targeting low-income households at 60% of area median income; and 138 units for workforce households at 100-120% of area median income. The project is well suited for affordable and workforce housing and the needs and demands of the market area. Borrower Risk Dulce Vida Apartments, LLC is a Florida Limited Liability Company that was created for the development of the Project. The company was formed by Coral Rock Capital Partners, LLC ("Coral Rock"), a Florida real estate investment firm. The principals are Michael Wohl, Stephen A Blumenthal, David Brown and Victor Brown. Mr. Michael Wohl is best known as one of the founders of Pinnacle Housing Group. Mr. Wohl is a second -generation developer that started in New York, but later relocated to South Miami in 1975. He opened his own real stated firm in South Miami and has managed over one million square feet of commercial property and 700 apartment units in Florida for more than 31 years. Mr. Wohl and his team have experience in tax credit project financing and leasing. In addition, Mr. Wohl is the chairman of the Urban Land Institute's Center for Workforce Housing ("CWH"). The CWH works to solve the affordable housing problems in Miami -Dade, Broward, and Palm Beach counties. The amended and restated operating agreement of the Borrower entity confirms the partnership of Coral Rock with CCH Holdings represented by Mr. Alain Lantigua who has more than 15 years in the real estate development and management of Section 8, single-family homes. In addition, another player in the development is Miami Bethany Community Services, Inc. ("Miami Bethany"), a not -for -profit community organization that helped convey the subject property that is owned by the City of Miami and provides community outreach services. They will have a library space in the project for conducting their community services as part of their mission. The experience from all principals is evidence of the Borrower's capacity to develop affordable housing. Project Risk Dulce Vida Apartments will be a new construction of an 8-story mixed -use rental development located at 1785 NW 35 St, Miami in the Allapattah neighborhood. The site is originally owned by the City of Miami and will transfer the property to the Borrower via a quit -claim deed. Coral Rock Group, CCH, LLC and Miami Bethany are partnering together for the development of the project. The new project will develop an 8-story rental building with a total of 230 units consisting of seventy (70) studio/one-bathroom units; one hundred thirty (130) one- bedroom/one-bathroom units; and thirty (30) two-bedroom/two-bathroom units. The project will provide ground floor space for the current Miami Dade Public Library Branch. The project will include a 7-story enclosed garage that will provide 350 parking spots for residents and visitors to the library. The project will create an estimated 200 temporary construction jobs; and 10 permanent jobs. Development funding for the project is as follows: $37,500,000 in tax exempt bonds; $15,000,000 in City of Miami Forever Funds ("GOB") funds and $13,184,000 in Tax Credit Equity. Deferred Developer fee is $9,849,250. Total development cost of the project is $75,533,250. Based on the information provided by the borrower, the project is financially viable. Acquisition/Relocation Risk The property is owned by the City of Miami and will be transferred via a quit claim deed to Dulce Vida Apartments, LLC in accordance to Resolution 22-0435 granted by the City Commission on November 17, 2022, for the purpose of developing affordable and workforce housing. The property is currently occupied by the Miami Dade Public Library Branch and asphalt parking. Once the project is developed, the library will occupy the ground floor of the project. The Uniform Relocation Act will apply to the project. Miami Dade Public Library has a relocation plan while the project is being developed. Portfolio Risk The project is located in the Allapattah neighborhood in District 1. The Borrower has an experienced team of professionals with knowledge in real estate development, financing, management and community services that is key for a successful development of this type of project. Coral Rock Development Group LLC has a portfolio of multifamily rental properties with Coral Rock, Pinnacle Housing and Ascend Properties that are located in Florida and Texas. CCH LLC ("Partner") has experience in the development, conversion and management of real estate properties including Section 8 single family homes. Miami Bethany will provide community outreach resources for the successful marketing of the project. The project will provide rental units to a mix of low income and workforce households. The commercial space on the ground floor of the property will be occupied by the Miami Dade Public Library branch. The Dulce Vida Apartments project addresses the objectives within the City of Miami's Consolidated Plan and it is consistent with the borrower's affordable housing portfolio. The City's total average investment per unit in GOB funds is $88,235. Development Budget: Land $ 0 Hard Cost $ 50,108,233 Soft Cost $ 25,425,017 Total Development Cost: $ 75,533,250 See attached the Budget - Cost Allocation. The maximum Developer Fee permitted under the RFP shall be up to 18% for Bond / 4% Low- income Housing Tax Credit funded projects. The City will not pay any developer fee. Developer fee: $11,403,000 (18%) Project Information: Project Location: 1785 NW 35 St, Miami, F133142 Structure: One 8-story mix-use/mix-income rental tax credit apartment building. A second structure will be a 7-story parking garage. The ground floor will be occupied by Miami Dade Library Branch. Total Units: 230 City GOB Units: 170 Amenities: Project amenities will include a community room, gym, private conference room, playground, dog park, outdoor recreational area with BBQ's, multi -level parking garage that will include electric vehicle charger capabilities. The units will offer split air conditioning units, stainless - steel energy star appliances, low no -volatile organic compound paint and primer, and stacked washer and dryer. Project Feasibility: Dulce Vida Apartments City / Non- City # Units # Bed # Bath Square Feet Income Target (AMI%) Maximum Rent Rent Utility Allowance City 70 0 1 435 60% $ 1,032 $ 1,032 $ 52 City 22 1 1 604 60% $ 1,077 $ 1,077 $ 84 City 74 1 1 604 100% $ 1,852 $ 1,852 $ 84 City 4 2 2 967 100% $ 2,206 $ 2,206 $ 117 Non -City 34 1 1 604 120% N/A $ 2,239 N/A Non -City 26 2 2 967 120% N/A $ 2,670 N/A 230 UNIT AMI MAXIMUM RENT LIMIT 2023 0 60% $ 1,084 1 60% $ 1,161 0 100% $ 1,808 1 100% $ 1,936 2 100% $ 2,323 Dulce Vida Apartments 30 YEAR -BUDGET Income Inflator 2.00% Expense Inflator 3.00% Number of Units 230 INCOME 5/Unit YR1 YR2 YR3 YRO YRS YR6 YRJ YR8 YR9 YR 30 YR 33 71712 YR 33 YR 30 YR15 Gross Rental Income $4,648,200 $4,J41,1fi4 $4,835,98J $4,932,707 $5,031,361 $5, 131,988 $5,234,628 $5,339,321 $5,446,30] $5,555,029 $5,666,130 $5,]J9,452 $5,895,042 $6,012,942 $6, 133,201 Other Income $249,800 $254,592 $259,684 $2fi4,8J8 $2JO,1J5 $2]5,5]9 5281,090 $286,712 $292,446 $298,295 $304,261 $310,346 $316,553 $322,884 $329,342 PIXeVacaGrwslnwme $4,89],800 $($24%]56 $5,095,6]1 $5,19],585 $5,301,536 $5,407,567 $5,515,718 $5,626,033 $5,]38,553 $5,853,324 $5,9]0,391 $6,089,]99 $6,211,553 $6,335,82J $6,462,543 Vacancy 5.0% ($244,890) ($249,J88) ($254,J84) ($259,879) ($265,0JJ) ($2J0,3J8) ($2JS,JBfi) ($281,302) ($286,928) ($292,666) ($298,520) ($304,490) ($310,580) ($316,J91) ($323,12J) Effective Gross Income $4,652,910 $4,)45,968 $4,840,888 $4,93),)OS $5,0%p59 $5,13J,189 $5,239,932 $5,344,)31 $5,951,626 $5,560,658 $5,6J1,8)1 .65,785,309 $5,901,015 $6,019p35 $6,139A16 EXPENSES 04pair& Maintenance 5850 $195,500 5201,365 $207,406 5213,628 $220,037 5226,638 $233,437 $240,440 $247,654 $255,083 $262,736 $270,618 $278,736 $287,098 $295,711 Reconditioning 5220 $50,600 552,118 $53,682 $55,292 $56,951 $58,659 $60,419 $62,232 564,099 $66,022 568,002 $70,042 572,144 $74,308 576,537 Payroll $1,600 5368,000 $379,040 $390,411 5402,124 5414,187 $426,613 $439,411 $452,594 5466,171 5480,157 $494,561 $509,398 5524,680 $540,420 $556,633 General & Administrative 5325 574,750 516,993 579,302 $81,681 584,132 586,656 589,255 591,933 594,691 597,532 $100,458 $103,4]1 $106,5]6 $109,J]3 $113,066 Marketing & Advertising $200 $46,090 $4J,380 $48,801 $50,265 $51,773 $53,327 $54,926 $56,5]4 $58,2J1 $60,020 $61,820 $63,6J5 $65,585 $61,553 $69,5]9 Grounds &Landscaping 5155 535,650 $36,J20 $3],821 $38,956 $40,124 $41,328 $42,568 $43,845 $45,160 $46,515 $4],911 $49,348 $50,828 $52,353 $53,924 Building Services $170 $39,100 $40,273 $41,481 $42,]26 $44,OOJ $45,328 $46,68J $48,088 $49,531 $51,017 $52,54] $54,124 $SS,J4J $5],420 $59,142 Utilities $625 $143,J50 $148,063 $152,504 $15],080 $161,J92 $166, 646 $1]1,645 $1J6,J94 $182,098 $18J,561 $193,188 $198,984 $204,953 $211,102 $21J,435 Total Variable Expenses $953,350 $981,951 $1,011,409 $1,041,]51 $1,OJ3,004 $1,305,194 $1,138,350 $1,1]2,500 $1,20J,6J5 $1,243,906 $1,281,223 $1,319,659 51,359,249 $1,400,02J $1,442,02J Real Estate Taxes $J],92] $80,265 488,013 502,653 58],]08 $%,339 $93,049 595,841 598,716 5101,678 $104,728 $107,870 5111,106 $114,439 $11],8J2 Insurance $2,000 $162,000 $4]3,800 $488,014 $502, 654 $S1J,J34 $533,266 $549,264 $565,742 5582,714 5600,196 5618,202 $636,]48 $655,850 $115,526 $695,J91 Management Fee 3.5% $162,852 $166,109 $169,431 $172,820 $176,276 $179,802 5183,398 $18],066 $1%,80J $194,623 $198,515 $202,486 $206,536 $210,666 $214,880 Total Capital Res Reserves $1,$54,129 $1,J02,125 $1,]51,52J $1,802,379 $1,854,722 $1,908,601 $1,964,061 $2,021,149 $2,0]9,912 $2,140,402 $2,202,668 $2,266,J62 $2,332,]40 $2,400,65J $2,4J0,5]0 Capital Reserves $250 $51,500 $59,500 $5],500 $57,500 $57,500 $57,500 $57,500 $57,500 $5J,500 $5],500 $5],500 $5],500 $SJ,500 $50,500 $50,500 Total Expemea $1,J11,629 $1,J59,625 $1,809,02] $1,859,879 $1,912,222 $1,966,301 $2,021,561 $2,OJS,fi49 $2,13J,412 $2,19],500 $2,260,166 $2,324,262 $2,390,240 $2,458,15] $2,528,0]0 Net Operating Income $2,%1,281 $2,9%,344 $3,031,860 $3,0)J,82) $3,124,238 $3,171,088 $3,218,372 $3,266,082 $3,314,213 $3,362,756 $3,411,J04 $3,461046 $3,510,774 $3,560,878 $3,611,346 Debt Service (52,550,225) ($2,550,225) (52,550,225) (52,550,225) (52,550,225) (52,550,225) (52,550,225) (52,550,225) (52,550,225) ($2,550)225) (52,550,225) (52,550,225) (52,550,225) ($2,550,225) ($2,550,225) Cash Flow After Debt Service $391,0% $4%,118 $481,635 $52),601 $SJ4,012 $620,863 $666,146 $715,857 $763,988 $812,531 5861,479 5910,821 5960,5,19 51,010,653 51,061,120 DXR 1.15 1.1J 1.19 1.21 1.23 1.24 1.26 1.26 1.30 1.32 1.34 1.36 1.38 1.40 1.42 INCOME 5/Unit YR16 YR17 YR1B 17i39 YR 20 YR 21 YR 22 YR 23 YR 20 YR 25 YR 26 YR 2l YR 28 YR 29 YR 30 Gross Rental Income $6,255,865 $6,380,983 $6,508,602 $6,638,J]4 $6,J]1,550 $6,906,981 $7,045,120 57,186,023 57,329,743 $],4]6,338 $],625,865 $],JJ8,382 $J,933,950 $8,092,629 $8,254,481 Other Income $335,929 $342,64] $349,500 $356,490 5363,620 5370,892 5378,310 $385,8JJ $393,594 $401,466 $409,495 541J,385 $426,039 $434,560 $443,251 Potential Gross Income $($32%)94 $6,J23,630 $6,858,102 $6,995,264 $7,135,170 $7,2]J,873 $7,423,431 $7,571,899 $7,723,33J $J,8]J,804 $8,035,360 $8,196,085 58,359,989 $8,52J,188 $8,69J,J32 Vacancy 5.0% ($329,590) ($336,181) ($342,905) ($349,Jfi3) ($356,J58) ($3fi3,894) ($3J1,1J2) ($3J8,595) ($386,16J) ($393,890) ($401,J68) ($409,803) ($41J,999) ($42fi,359) ($434,88J) Effective Gross Income $6,262,204 $6,38)A48 $6,515,19) $6,645,501 $6,))8A11 $6,913,9J9 $),052,259 $),193,304 $),33),1)0 $7,483,914 $7,633,592 $7,786,264 $7,941,989 $8,100,829 $8,262,846 EXPENSES Repair & Maintenance $850 $904,583 $313,720 $323,132 $332,826 $342,810 5353,095 $363,688 5374,598 $385,836 5397,411 $409,334 5421,614 $434,262 5447,290 $460,709 Reconditioning $220 578,833 581,198 583,634 $86,143 588,727 $91,389 $94,131 $96,955 $99,863 $102,859 5105,945 5109,124 $112,397 $115,769 5119,242 Payroll $1,600 $573,332 $590,532 $608,248 $626,495 5645,290 $664,649 5684,588 $705,126 $726,280 5748,068 $770,510 $793,626 $817,434 $841,957 $86J,216 General & Administrative 5325 5116,458 5119,952 5123,550 5127,257 5131,075 $135,007 5139,057 5143,229 5147,526 5151,951 $156,510 $161,205 $166,041 $1J1,023 $1J6,153 Marketing & Advertising $200 5E1,667 $73,816 $76,031 $78,312 580,661 $83,081 $SS,SJ4 $88,141 $90,]85 $93,509 156,314 $99,203 $102,1]9 $105,245 $108,402 Grounds & Landscaping 5155 555,542 $57,208 $58,924 $60,692 $62,512 $64,388 $66,320 $68,309 $70,358 $72,469 $]4,643 $]6,882 $]9,189 $81,565 $84,012 Building Services $170 $60,958 $62,744 $fi4, 626 $66,565 $68,562 $J0,619 $]2,738 $74,920 $J],16J $79,482 $81,86] $84,323 $86,852 $89,458 $92,142 Utilities $625 $223,958 $230,6]J $237,597 $244,725 $252,066 $259,628 $267,41] $2J5,440 $283,J03 $292,214 $300,981 $310,010 $319,310 $328,890 $338,J56 Total Variable Expenses $1,485,288 $1,529,84J $1,SJS,J42 $1,623,015 $1,671,705 $1,J21,856 $1,J]3,512 $1,826,J1J $1,881,519 $1,93],964 $1,996,103 $2,055,986 $2,11J,666 $2,181,196 $2,246,632 Real Estate Taxes $121,408 $125,051 $120,802 5132,666 $136,646 5140,746 $144,968 5149,317 5153,796 $158,410 5163,163 $168,05] $1]3,099 $1J8,292 $183,641 Insurance $2,000 $219,665 $]38,165 $J60,310 $]83,119 $806,613 5830,811 5855,736 $881,408 $90J,850 $935,085 $963,138 $992,032 $1,021,]93 $1,052,44] $1,084,020 Management Fee 3.5% $219,1]J $223,561 $228,032 $232,593 $237,244 $241,989 $246,829 $251,]66 $256,801 $261,93J $26], 1J6 $992,519 $021,9]0 $283,529 $289,200 Total Capital Reserves $2,542,539 $2,616,623 $2,692,886 $2,T11,392 $2,852,208 $2,935,402 $3,021,044 $3,109,20J $3,199,966 $3,293,39J $3,389,5]9 $3,488,595 $3,5%,520 $3,695,464 $3,803,492 Capital Reserves $250 $57,500 $57,500 $50,500 $5],500 $SJ,500 $57,500 $57,500 $57,500 557,500 $SJ,500 $5],500 $5],500 $5],500 $5J,500 803,500 Total Expenses $2,600,039 $2,6]4,123 $2,J50,386 $2,828,892 $2,909,708 $2,992,902 $3,0]8,544 $3,166,J0] $3,25J,466 $3,350,890 $3,44],0J9 $3,546,095 $3,648,028 $3,]52,964 $3,860,992 Net Operating Income $3,662,1% $3,)13,325 $3,)64,811 $3,816,609 $3,868,)03 $3,921,OJ) $3,9)3,)15 $4,026,597 $4,079,704 $4,133,01J $4,186,513 $4,240,169 $4,293,%1 $4,39),865 $4,401,853 Debt Service ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) ($2,550,225) Cash Flow After Debt Service $1,111,940 $1,163,300 $1,214,586 $1,266,384 $1,318AJ8 $1,370,852 $1,423,490 $1,4]6,3J2 $1,529AJ9 $1,582,J92 $1,636,28J $1,689,944 $3,)93,)36 $1,J9J,640 $1,851,628 DXR 1.44 1.46 1.48 1.50 1.52 1.59 1.56 1.58 3.60 1.62 1.60 1.66 1.68 1.70 1.73 CITY OF MIAMI DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT SOURCES AND USES: NEW CONSTRUCTION/REHABILITATION AFFORDABLE RENTAL HOUSING Total HOME Other: Other: Project Funds Tax Exempt Bonds GOB Other: Surtax Other: SAIL Other: Other: Equity MDC Deferred Developer Fee Investment (Tax Credits) Land Acquistion $ - $0 $ - $0 $0 $0 $0 Hard Costs Construction (Include Site work) $ 47,742,365 $ 32,792,365 $ 14,950,000 $ - $ - $ - Construction Contingency $ 2,365,868 $ 2,365,868 $ - Construction: Concrete/Soil Test In above Appliances In above Construction Supervision In above Total Hard Costs $50,108,233 $0 $35,158,233 $14,950,000 $0 $0 $0 $0 $0 So Costs Arch Design, Civil Engineering $ 2,490,000 $ 2,341,767 $ 148,233 Impact & School Fees $ 1,319,681 $ 1,319,681 Permits/ Fees $ 1,125,165 $ 1,125,165 Legal $ 480,000 $ 480,000 License/Envmt/Utility Fees $ 363,730 $ 363,730 Insurance: Construction Period $ 641,976 $ 641,976 Marketing/Advertising $ 165,000 $ 165,000 Loan Closing/ Financing Fees $ 2,467,000 $ 2,467,000 Interest/ Carrying Costs $ 4,203,134 $ 4,203,134 Title Insurance & Recording $276,875 $ 276,875 Temporary/Permanent Relocation Fees $0 $ - Taxes $ 32,313 $ 32,313 For Use by City: City Incurred costs $ 50,000.00 $ 50,000.00 Developer's Fee & Overhead $ 11,403,000 $ 9,849,250 $ 1,553,750 Soft Cost Contingency $ 407,143 $ 407,143 Total Soft Costs $25,425,017 $0 $2,341,767 $50,000 $0 $0 $0 $9,849,250 $13,184,000 Total Project Costs $75,533,250 $0 $37,500,000 $15,000,000 $0 $0 $0 $9,849,250 $13,184,000 Dulce Vida Apartments PROFORMA TOTAL # UNITS: 230 % <= 60% AMGI: 40% 2023 MEDIAN INCOME: $74,700 Unit Size Sqft per Less: Utility Gross Potential %ofTotal # Units Unit Total sqft AMI Limit Gross Rent Allow. Max Net Rent Income STUDIO/LOFT 30.43% 70 428 29,939 60% $1,084 ($52) $1,032 $866,880 STUDIO/LOFT 0.00% - 428 - 100% $1,808 ($52) $1,756 $0 STUDIO/LOFT 0.00% - 428 - 120% $2,169 $0 $2,169 $0 STUDIO/LOFT *( HAP) 0.00% - 428 - FMR $1,362 ($52) $1,310 $0 1 BR/1 BA 9.57% 22 589 12,954 60% $1,161 ($84) $1,077 $284,328 1 BR/1 BA 32.17% 74 589 43,573 100% $1,936 ($84) $1,852 $1,644,576 1 BR/1 BA 14.78% 34 589 20,020 120% $2,323 ($84) $2,239 $913,512 1 BR/1 BA *(HAP) 0.00% - 589 FMR $1,546 ($84) $1,462 $0 2 BR/2 BA 0.00% - 1,017 60% $1,393 ($117) $1,276 $0 2 BR/2 BA 1.74% 4 1,017 4,066 100% $2,323 ($117) $2,206 $105,864 2 BR/2 BA 11.30% 26 1,017 26,430 120% $2,787 ($117) $2,670 $833,040 2 BR/2 BA *(HAP) 0.00% - 1,017 FMR $1,923 ($117) $1,806 $0 3 BR/2 BA 0.00% - - 60% $1,610 ($152) $1,458 $0 3 BR/2 BA 0.00% - - - 100% $3,220 ($152) $3,068 $0 3 BR/2 BA 0.00% 120% $0 $0 $0 TOTAL Gross Potential Rent 100.00% 230 596 136,983 $1,684 $4,648,200 $4,648,200 Plus: Other Income (MDC Library) Plus: Plus: Add!' parking/Storage Plus: Additional Fees Gross Potential Income Less: Vacancy Factor Effective Gross Income Less: Operating Expenses Less: Replacement Reserve 5,000 SF $0.00 RPSF $0 - SF $30.00 RPSF $0 93.0 Per/Space $100.00 Unit/Monthly $111,600 100.00% Penetration $50.00 Unit/Monthly $138,000 $4,897,800 5.00% ($244,890) $4,652,910 $7,192 Per Unit ($1,654,129) $250 Per Unit ($57,500) Net Operating Income $2,941,281 Dulce Vida Apartments, LLC Financing Sources Lien Positions at Permanent: Lien Permanent 1 Citi Perm. Mortgage 37,500,000 2 City of Miami - GOB funds 15,000,000 N/A. Tax Credit Equity 13,184,000 N/A. Deferred Dev. Fee 9,849,250 75,533,250 Terms of Permanent Financing: Lender Loan ($) Int. Rate Term Citi Perm. Mortgage 37,500,000 6.00%* 18 City of Miami - GOB funds 15,000,000 0.067% 30.0A * Current indicative rate from 7/21/23. Subject to change. Please see HCLC memo for complete loan terms. Last updated 10-16-2023 Community Capital July 21, 2023 Coral Rock Development Group 2800 Ponce de Leon Blvd. Suite 1160 Coral Gables, FL 33134 ATTN: Michael Wohl Re: Letter of Interest Dulce Vida — Miami, Miami -Dade County, Florida Dear Mr. Wohl: cffi Citibank, N.A. ("CITI") understands that Coral Rock Development Group ("Coral Rock") intends to submit an application to the City of Miami for General Obligation Bond (GOB) funds to be used in conjunction with a tax- exempt loan to fund the construction of a 200-unit affordable multifamily housing property in Miami, Miami - Dade County, FL (the "Project"). CITI may be interested in arranging a tax-exempt construction to permanent loan (see attached Tenn Sheet, "Exhibit A"). This letter is not intended to be, and shall not constitute, a commitment to lend, syndicate a financing, underwrite or purchase securities, commit capital, or provide or arrange any portion of the financing for the Project. Such obligations would arise only under separate written agreements acceptable to CITI in its sole discretion. Furthermore, any such commitments would be subject to, among other things, (a) the satisfactory completion of CITI's customary due diligence review; (b) approval by CITI internal committees; (c) the receipt of any necessary governmental, contractual and regulatory consents or approvals in connection with the Project and the related financing; (d) the negotiation and documentation of the financing referred to above, including the terms and conditions of the financing, in form and substance satisfactory to CITI and its counsel; and (e) there not having occurred any disruption of or change in financial, banking or capital market conditions that, in CITI's judgment, could make it inadvisable or unpractical to proceed with any portion of the financing of the Project. Neither CITI nor any of its affiliates shall have any liability (whether direct or indirect, or in contract, tort or otherwise) to Coral Rock, the Project or any other person, claiming through Coral Rock or the Project, as the case may be, for or in connection with the delivery of this letter. In connection with this transaction, CITI will be acting solely as a principal and not as your agent, advisor or fiduciary. CITI has not assumed a fiduciary responsibility with respect to this transaction, and nothing in this transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary or agency relationship between us in respect of this transaction. You should consider carefully whether you would like to engage an independent advisor to represent or otherwise advise you in connection with this transaction, if you have not already done so. Very truly yours, CITIBANK, N.A. 4aa.frn, tea: Adam Hurwitz Authorized Signatory Attachment - Exhibit A 249 Community Capital EXHIBIT A TERM SHEET Multifamily Rental Developments with Rent Restrictions New Construction and/or Substantial Rehabilitation and/or Term Mortgages Tax -Exempt "Back -to -Back" Loan Structure Dulce Vida July 21, 2023 NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to credit approval and does not constitute an offer or commitment. In connection with this Term Sheet, CITI will be acting solely as a principal and not as your agent, advisor or fiduciary. CITI has not assumed a fiduciary responsibility with respect to this Term Sheet, and nothing in this transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary or agency relationship between us in respect of this Term Sheet. You should consider carefully whether you would like to engage an independent advisor to represent or otherwise advise you in connection with this Term Sheet, if you have not already done so. This Term Sheet is an integral part of, and establishes terms, conditions and requirements of, a Letter of Interest dated July 21, 2023, to which it is annexed. PRELIMINARY LOAN TERMS Transaction Summary: CITIBANK, N.A. ("CITI") proposes to arrange a tax exempt construction/permanent loan to thelssuer_(the-Governmental i ender") The_proceeds o thel.oan_to Governmental Lender shall fund an interim construction loan converting into a permanent mortgage loan ("Tax-exempt Loan") by Governmental Lender to the Borrower for the Property described below. If required by Governmental Lender, a fiscal agent ("Fiscal Agent") will be appointed and will be responsible for following the terms of the Tax-exempt Loan documents and administering funds held under the Construction Funding Agreement. The Tax-exempt Loan will have two distinct phases: (1) Construction Phase - an initial phase during which funds will be advanced to Governmental Lender and loaned to Borrower (directly or through a Fiscal Agent, at Governmental Lender's discretion) on a "draw -down" basis. Payments on the Tax-exempt Loan during the Interim Phase will be interest only. (2) Permanent Phase - a subsequent phase when, upon completion of construction and achievement of stabilized operations, no additional funds will be available to Borrower. Payments during the Permanent Phase will include principal reduction payments as well as interest. Property: A to -be -constructed multifamily project containing 200 units located in Miami, Florida. The property is commonly referred to as "Dulce Vida" ("Property") Set -Asides: 85 of the units are reserved for individuals or families whose income is no greater than 60% of Area Median Income ("AMI"), 85 of the units are reserved for individuals or families whose income is no greater than 100% of AMI, and 30 of the units are reserved for individuals or families whose income is no greater than 120% of AMI. 350 Term Skeet - CITI Tax -Exempt "Back -to -Back" Construction -Perm Loan Dulce Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 2 Applicant: Coral Rock Development Group Borrower: LIHTC Investor/ Syndicator: Guarantor(s): Subordinate Debt: Loan Security: A single asset entity whose manager or general partner is the Applicant or an affiliate of Applicant. Borrower entity, its constituent entities and its operating agreement must be acceptable to CITI in all respects. If applicable, the Low Income Housing Tax Credit ("LIHTC") Investor/Syndicator, the upper tier investor(s) and the terms and conditions of the operating (or partnership) agreement must be acceptable to CITI in all respects including, particularly, the timing and conditions to funding capital contributions. The timing of the funding of capital contributions into the Transaction must follow a schedule that will allow for a minimum of 50% of the Equity being contributed by completion of construction. Michael Wohl, Coral Rock Development Group and/or other individual(s) or corporate entity acceptable to CITI in all respects. The Guarantor(s)' financial condition(s) must be acceptable to CITI in all respects. The sources of subordinate debt and the subordinate loan documents must be acceptable to CITI in all respects. All subordinate debt must fund prior to Loan funding unless CITI approves other arrangements. Subordinate Debt will be subject to CITI's Subordination Agreement, which in addition to other provisions, requires that Subordinate Debt only be paid from 75% of available cash flow. First lien on land and any improvements, UCC filings for fixtures; assignment of all leases and rents; and, a first priority collateral assignment of all contracts, management agreements, and other agreements and all permits relating to the Property. If the Property is subject to a ground lease, the ground lease must be subordinate to CITI's lien position unless the fee is owned by a government agency to ensure long-term affordability. All income and rent restrictions will be subordinate to the CITI security instrument. The provisions of the ground lease must be acceptable to CITI in all respects and approved Construction Phase Recourse Guarantees: by CITI in its sole discretion. Prior to conversion of the Tax-exempt Loan to the Permanent Phase (described below), the Tax-exempt Loan will be fully recourse to the Borrower and to the Guarantor(s) and Completion and Repayment Guarantees are required from the Borrower and the Guarantor(s). Guarantees, Permanent Phase: None, except for industry standard carve outs ("Carve Outs"). Carve Outs include guarantees against fraud, misrepresentation, bankruptcy and environmental issues. Indemnity for Loss of Tax Exclusion In connection with having the Tax -Exempt Loan structured as a drawdown loan, the Guarantor will be required to indemnify CITI and Governmental Lender for any losses resulting from any of the undrawn amounts of the Tax -Exempt Loan being deemed taxable. Environmental Indemnity: Borrower and Guarantor(s) will be liable for CITI's standard environmental indemnity. Closing: Closing is subject to full satisfaction of CITI's standard due diligence, underwriting and credit approval processes, and the execution and delivery of all required loan documents, delivery of opinions, payment of fees and other customary requirements. 351 Term Sheet - CITI Tax -Exempt "Bach -to -Bach" Construction -Perm Loan Duice Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 3 Closing Date (est.): 3' Quarter 2024 CONSTRUCTION PHASE Construction Phase Loan Amount: An amount, currently estimated to be $37,500,000, but in any event, an amount not to exceed 80% of costs budgeted for the Construction Phase. Term: 30 months, plus two 6-month extensions. Fees for the extension(s) are indicated below under "Fees & Expenses." Construction Phase Interest Rate: A variable rate currently estimated at 7.50%. Interest Day Count: Actual/360 Interest Reserve: Calculated at the Construction Phase Interest Rate noted above, plus a cushion acceptable to CITI at time of final credit approval. Currently, CITI is underwriting with a cushion of 0.75%. The Interest Reserve will be sized based on an analysis of the projected draw schedule for the Tax-exempt Loan during the Construction Phase. Availability: Tax-exempt Loan proceeds will be advanced to Borrower on a "draw down" basis upon receipt of a written request from Borrower, supported by documentation acceptable to CITI. Borrower will be required to submit a loan budget worksheet with each draw request i tracking all Property sources and uses of funds. Draw requests limited to one per month. Loan in Balance: The Tax-exempt Loan must remain "in balance" during the Construction Phase. "In balance" means that (1) the funds available during the Construction Phase (from the Loan and all other debt and equity sources) are sufficient to complete the construction or rehabilitation of the Property and all other expenses reasonably expected to be necessary to achieve the conditions for conversion of the Tax-exempt Loan to the Permanent Phase; and (2) the sources available at Conversion are sufficient to pay down the Construction Phase Loan Amount to the Permanent Phase Loan Amount, along with any other funding requirements for Conversion. Amortization: None. Payments on the Tax-exempt Loan during the Construction Phase will be interest only. Prepayment and Yield Maintenance: Voluntary prepayment of Tax-exempt Loan principal amounts during the Construction Phase, including those as a result of a Borrower default, may be made without prepayment fee or penalty unless the Construction Phase Loan Amount is reduced to less than the Permanent Phase Loan Amount (as defined below). If the prepayment reduces the Tax-exempt Loan amount to an amount less than the Permanent Phase Loan Amount, the Borrower shall pay the greater of: (i) 1% of the amount of the Tax-exempt Loan prepaid below 100% of the Permanent Phase Loan Amount; or (ii) CITI's standard yield maintenance amount on the amount of the Tax- exempt Loan prepaid below 100% of the Permanent Phase Loan Amount. In the event that a Tax-exempt Loan prepayment resulting from a Tax-exempt Loan resizing, as determined by CITI in its sole discretion, reduces the Tax-exempt Loan amount to an amount less than the Perrnanent Phase Loan Amount, the Borrower shall pay the greater of: (i) 1% of the amount of the Tax-exempt Loan prepaid below 90% of 352 Term Sheet - CITI Tax -Exempt "Bach -to -Bach" Construction -Perm Loan Dulce Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 4 the Permanent Phase Loan Amount; or (ii) CITI's standard yield maintenance amount on the amount of the Tax-exempt Loan prepaid below 90% of the Permanent Phase Loan Amount. Notwithstanding any of the above, in the event the amount of such prepayment would cause the Tax-exempt Loan amount to fall below 50% of the Permanent Phase Loan Amount, the Borrower shall be required to repay the Tax-exempt Loan in full plus the greater of: (i) 1% of the amount of the Tax-exempt Loan repaid below 90% of the Permanent Phase Loan Amount; or (ii) CITI's standard yield maintenance amount on the amount of the Tax-exempt Loan repaid below 90% of the Permanent Phase Loan Amount. If Borrower prepays Tax-exempt Loan principal amounts through the application of insurance proceeds or a condemnation award, no prepayment fee shall be payable to CITI. Budget and Contingencies: The budget for the Construction Phase, including all budget line items, is subject to CITI approval. The budget shall include a hard cost contingency of no less than 5% of budgeted hard costs for new construction projects and no less than 10% of budgeted hard costs for rehabilitation projects. The budget shall include a soft cost contingency of no less than 5% of budgeted soft costs, excluding 1) soft costs incurred prior to or in connection with closing; 2) interest reserve and bank fees; 3) capitalized operating reserve deposits and other costs that may be due in connection with Conversion for which specific sources are identified; and 4) developer fees. General Contractor and Bonding Requirements: The general contractor and the construction contract must be acceptable to CITI. CITI will require payment and performance bonds equal to 100% of the construction contract amount. Surety issuing bonds must have an A.M. Best rating of "A/VIII" or better and must be acceptable to CITI in all other respects. In lieu of bonds, CITI will accept a letter of credit ("LC") equal to 10% of the hard cost budget. LC provider must be rated "BBB" Retainage: PERMANENT PHASE Permanent Phase Loan Amount: or better. Construction contract will provide for a minimum retainage of 10% of each construction pay application until "substantial completion" (as defined in the Loan documents). Retainage percentage amounts can be revised, upon review and approval by CITI, at CITI's sole discretion, but only down to a minimum of 10% until 50% completion and then 0% retention withheld thereafter. No release of retainage is permitted for achieving 50% completion. All retained amounts will be released upon final, lien -free completion of construction, as approved by CITI. The estimated Permanent Phase Loan Amount is currently estimated to be in the maximum amount of $37,500,000 or such other loan amount supported by CITI's underwriting of the Property at the time of Conversion in accordance with CITI's underwriting requirements including those listed below. Maturity Date: Anticipated nominal maturity date of 33 years following the Closing Date, subject to any Governmental Lender restrictions. 353 Amortization: Lock -out Period: Yield Maintenance Period: Permanent Phase Interest Rate: Term Sheet - CITI Tax -Exempt `Back -to -Back" Construction -Perm Loan Dulce Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 5 Mandatory Prepayment / Term: At the end of the 1811' year following the Closing Date, mandatory prepayment of the Tax- exempt Loan will be required in full. 40 years From the Conversion Date until the 10th anniversary of the Conversion Date. From Closing until 6 months prior to the end of the Permanent Phase. A fixed rate equal to 6.00%. Pricing is based on current market conditions and is subject to change. The rate will be committed at the time of closing of the Construction Phase financing. If the Conversion to the Permanent Phase does not occur on or before month 30 following Closing, 0.05% will be added to the above quoted rate for each as -of -right 6-month period past the initial 30 month period in which Conversion occurs. Interest Day Count: Actual/360 Conversion to Permanent Phase Requirements: Conversion requirements include completion of construction and 90% physical occupancy of Project for three consecutive calendar months. CITI will review the Property's net operating income to determine the maximum Permanent Phase Loan Amount based on the Debt Service Coverage and Loan -to -Value noted below. Debt Service Coverage: A minimum of 1.20 to 1.00. Loan -to -Value: Replacement Reserve: Repairs Escrow: Taxes and Insurance: 85% of market value, based on restricted rents and inclusive of value of permanent below market financing (if applicable), assuming project rents on 80% or more of the units are discounted to a level at least 10% below market. Otherwise, 80%. Upon Conversion, Borrower will be required to fund a Replacement Reserve for each of the first five years following Conversion in a minimum amount of $250/unit/year for new construction projects or, for renovation projects, in an amount determined by a Physical Needs Assessment acceptable to CITI, but in a minimum amount of $300/unit/year. For each successive five year period thereafter until Tax-exempt Loan maturity, the Replacement Reserve level will be determined by a new Physical Needs Assessment acceptable to Citi. CITI may require immediate repairs following delivery of the post construction final PNA. All immediate repairs shall be funded at a rate of 150% of the estimated cost established by the PNA and reviewed and approved by CITI. Any amount remaining in the Repair Escrow after all repairs have been completed may be deposited into the Replacement Reserve or returned to Borrower, at Borrower's election. Commencing upon Conversion, real estate taxes and insurance premiums must be escrowed with the Tax-exempt Loan servicer ("Servicer") on a monthly prorated basis in an amount sufficient to enable the Servicer to pay (at least 30 days before due) all taxes, assessments, insurance premiums or other similar charges affecting the Property. 354 Term Sheet - CITI Tax -Exempt `Back -to -Back" Construction -Pere: Loan Dulce Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 6 Other Conversion Requirements: OTHER Appraisal, Environmental, Plan/Cost Reviews: Property Tax Abatements, Incentives: Developer Fee: FEES & EXPENSES Application Fee: As may be required by Governmental Lender and/or permanent credit enhancer. Appraisal and Plan/Cost Review reports will be commissioned and reviewed by CITI. CITI may rely upon environmental reports commissioned by Borrower if report, is current (within 12 months) and CITI has been provided evidence of acceptable E&O insurance coverage carried by Borrower's environmental consultant and a reliance letter in form acceptable to CITI. Otherwise, CITI will commission its own environmental report. Appraisal, environmental and plan/cost reviews must be acceptable to CITI in all respects. All documentation related to any tax abatement or tax incentives must be acceptable to CITI in all respects. Any developer fee paid prior to conversion to the Permanent Phase shall be pre -approved by CITI in its sole discretion. $25,000, which amount shall be non-refundable and due and payable upon acceptance of a Loan Application. This fee is applicable toward third party reports, loan underwriting and processing (in the minimum amount of $5,000), and CITI's initial legal fees. Applicant is responsible for the payment of all reasonable costs incurred in connection with the underwriting, processing and/or closing of the Tax-exempt Loan (including CITI legal fees). Origination Fee: A non-refundable Origination Fee equal to 1.00% of the Construction Phase Loan Amount ("Origination Fee") The Origination fee shall be earned in full by CITI upon the closing of the Loan and is due and payable at that time. The Origination Fee will be applied towards CITI's costs of providing this financing. CITI Legal Fees (est): Course of Construction Inspections (est): Construction Term Extension Fee: Conversion Fee and Expenses: Estimated fees of CITI's counsel for the initial closing are to be determined and assumes no significant negotiation over CITI's form documents. A portion of the Application Fee will be applied to initial CITI counsel fees. Applicant agrees to make a supplemental deposit to cover CITI's counsel fees once the drafting of legal documentation commences, if requested. Fees of CITI's counsel for work associated with conversion of the Tax-exempt Loan to the Permanent Phase are to be determined. $TBD/monthly report. See "Permanent Phase Interest Rate" section. A Conversion fee equal to $10,000 will be charged by CITI. Other expenses, including insurance review, site inspection and loan servicer set-up fees are estimated to be $7,500. 355 Term Sheet - CITI Tax -Exempt Bach -to -Back" Construction -Perm Loan Dulce Vida, Miami, Miami -Dade County, FL July 21, 2023 Page 7 Other Costs: Term Sheet Rate Lock: Term Sheet Expiration Date: Applicant is responsible for costs of survey, title insurance policy, hazard insurance policy, tax escrow fee and all other normal and customary loan closing expenses. No earlier than 5 business days prior to Closing. Rate lock must occur on or before 150 days following the date of the Application. August 4, 2023, unless attached to a signed Preliminary Application letter received by CITI on or before August 4, 2023, along with the Application Fee, in which case 150 days following the date of the Preliminary Application. 356 Term Sheet - CITI Tax -Exempt `Back -to -Back" Construction -Penn Loan Dulce Vida, Miami, Miami -Dade County, FL July 2l, 2023 Page 8 Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This Term Sheet is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the existence of and proposed terms for any transaction contemplated hereby (a "Transaction"). The provision of information in this Term Sheet is not based on your individual circumstances and should not be relied upon as an assessment of suitability for you of a particular product or transaction. Even if CITI possesses information as to your objectives in relation to any transaction, series of transactions or trading strategy, this will not be deemed sufficient for any assessment of suitability for you of any transaction, series of transactions or trading strategy. This Term Sheet is provided for information purposes and is intended for your use only. Except in those jurisdictions where it is impermissible to make such a statement, CITI hereby informs you that this Term Sheet should not be considered as a solicitation or offer to sell or purchase any securities or other financial products. This Tenn Sheet does not constitute investment advice and does not purport to identify all risks or material considerations which should be considered when undertaking a transaction. CITI makes no recommendation as to the suitability of any of the products or transactions mentioned. Any trading or investment decisions you take are in reliance on your own analysis and judgment and/or that of your advisors and not in reliance on us. CITI often acts as (i) a market maker; (ii) an issuer of financial instruments and other products; and (iii) trades as principal in many different financial instruments and other products, and can be expected to perform or seek to perform investment banking and other services for the issuer of such financial instruments or other products. The author of this Term Sheet may have discussed the information contained herein with others within or outside CITI and the author and/or such other Citi personnel may have already acted on the basis of this information (including by trading for CITI's proprietary accounts or communicating the information contained herein to other customers of CITI). 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Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. 357 Berkshire Hathaway Group of Companies AFFORDABLE HOUSING PARTNERS, INC. July 27, 2023 Mr. Michael Wohl Coral Rock Development Group 2800 Ponce de Leon Blvd, Suite 1160 Coral Gables, FL 33134 Re: Purchase Low Income Housing Tax Credits 200 Units Dulce Vida Apartments - Miami, FL Dear Mr. Wohl: Robert B. Johnston Senior Vice President, Acquisitions roohnston@berkahp.com (972) 342-6621 Thank you for providing Affordable Housing Partners, Inc. ("AHP") with the opportunity to work with Coral Rock Development Group in the overall development of Dulce Vida Apartments (the "Apartment Complex"). As you are aware AHP, which is a member of the Berkshire Hathaway group of companies, is the direct LIHTC investor, and as such does not rely upon the terms, availability and/or return requirements of an unaffiliated third -party upper tier investor. The purpose of this letter is to set forth certain business terms to be included in an Operating Agreement by and between AHP or its affiliate (the "Investor Member") and Dulce Vida Holdings, LLC (the " nNl aging Mem er"). The Investor Member would be admitted to Dulce Vida, Apaitiients, LLC (the "Company") as a substitute investor member and the investor members of the Company would withdraw, all as specified in an amended Operating Agreement for the Company (the "Amended Operating Agreement"). Pursuant to the Amended Operating Agreement, the Investor Member would contribute to the capital of the Company the sum of $13,155,460, which equates to $0.90 per LIHTC estimated in paragraph 3.3 below, in the manner set forth in paragraph 1 of this letter and would acquire a 99.99% investment member interest (referred to hereinafter as the "Acquired Interest") in the Company. The Managing Member shall remain as the Managing Member of the Company. 1. Capital Contribution. The Investor Member would contribute to the capital of the Company the sum of $13,155,460 (the "Capital Contribution") for the Acquired Interest as follows: 1.1 First Capital Contribution $2,631,092 concurrently with closing ("Closing") of the Amended Operating Agreement and may be funded pari passu with the anticipated construction financing. 358 Dulce Vida Apartments July 27, 2023 Page 2 of 5 1.2 Second Capital Contribution $3,946,638 upon (a) substantial completion of the Apartment Complex, (b) issuance of final certificates of occupancy, and (c) such other standard terms as set forth in AHP's standard form Operating Agreements. 1.3 Third Capital Contribution $6,077,730 upon (a) the achievement of initial occupancy of all LIHTC units, (b) receipt of an audited cost certification of eligible basis, and (c) such other standard terms as set forth in AHP's standard form Operating Agreements. 1.4 Fourth Capital Contribution $500,000 upon (a) commencement of amortization of the permanent loan, (b) receipt of Form(s) 8609 for the entire Apartment Complex, and (d) such other standard terms as set forth in AHP's standard form Operating Agreements. 2. Representations and Warranties. The Amended Operating Agreement, and related documents would contain the customary representations and warranties required by the Investor Member, which would survive the Closing, including warranties of title, absence of defaults, litigation, liens and undisclosed liabilities, existence of insurance, full compliance with applicable laws including state and federal securities laws, regulatory agreements, environmental regulations and requirements, defect -free construction of the Apartment Complex, authority of the Managing Member, financial statements of the Managing Member, full disclosure to the Investor Member, and the receipt of a credit allocation from the appropriate governmental agency. 3. Additional Terms. The Amended Operating Agreement would also include the provisions substantially like the following: 3.1 Operations. The Managing Member shall cause the Company to operate the Apartment Complex in the ordinary course of business and in such a manner that the Apartment Complex shall be eligible to receive low-income housing tax credits pursuant to Internal Revenue Code Section 42 ("Tax Credits") as provided herein and remain in compliance, pursuant to applicable rules. 3.2 Transaction Expenses. The Managing Member shall be responsible for the following expenses of this transaction: a. title insurance policies or endorsements to the existing title insurance policies updating the insurance coverage and, if necessary, increasing the amount of same to the full amount of the appraised value for the Apartment Complex; and b. legal fees and expenses of the Managing Member and the Company, including any fees and expenses incurred in connection with obtaining any governmental agency approval and the credit allocation. 3.3 Credit Allocation. Prior to the Closing, the Managing Member shall obtain evidence that the Company will receive Tax Credits in the amount of at least $14,618,640 based on the assumption that 40% of the available units are Low -Income and that 40% of the prospective tenants will comply with the tests promulgated under Code Section 42(g). If the actual amount of Tax Credits available to the Investor Member is reduced, the Capital Contributions of the Investor Member will be reduced. 3.4 Opinion of Counsel. The Managing Member shall deliver at the Closing an opinion of counselconcerning customary tax, Company, real property and compliance matters in the 359 Dulce Vida Apartments July 27, 2023 Page 3 of 5 form requested by the Investor Member, including, but not limited to, the availability of the Tax Credits. 3.5 Management. The property manager shall certify annually that the Apartment Complex and its tenants are in compliance with all Tax Credit regulations and requirements. If the property manager is an affiliate of the Managing Member, the property manager will accrue the management fee to the extent necessary at any time to prevent a default under the construction loan and/or mortgage loan. 3.6 Title Insurance. At the Closing, the Managing Member shall deliver to the Investor Member a fee title insurance policy, obtained at the Managing Member's expense, insuring the Company's ownership of the amount of the replacement cost of the Apartment Complex (which amount shall not be less than the aggregate of the principal amount of the Mortgage Loan and the Capital Contributions of the Managing Member and the Investor Member), subject only to permitted encumbrances and such other matters consented to in writing by the Investor Member. 4. Certain Obligations of the Managing Member. The Managing Member and its principals will provide the Investor Member customary guarantees set forth in AHP's standard form Operating Agreement. 5. Asset Management Fee. The Company would pay, as an operational expense of the Company, an asset management fee of $7,500 to AHP Affordable Housing Partners, Inc. (or to such other entity as the Investor Member shall designate), for an annual review of the operations of the Company and the Apartment Complex. Such fee would accrue beginning with the commencement of leasing or marketing activity for the Apartment Complex. 6. Permanent Financing. The Investor Member has assumed that the Apartment Complex will be financed with a first lien mortgage loan with the following terms: (i) principal amount $37,500,000, but in -no eventghall-the-amauntofthe Mortgage Loan resultin aggregate debtservice coverage ratio being less than one hundred fifteen percent (115%), as determined by the Investor Member in its good faith discretion; (ii) the rate of interest shall be a fixed market interest rate for comparable loans; (iii) the Mortgage Loan shall be nonrecourse to the Company and the Managing Member; (iv) the Mortgage Loan shall amortize on a 30-year payment schedule; (v) the maturity date of the Mortgage Loan will be not less than fifteen (15) years from the date of closing of the Mortgage Loan; and (vi) the Mortgage Loan documents shall contain such other terms as may be consented to by the Investor Member. 7. Insurance. The Managing Member would cause the Company to obtain (i) Commercial General Liability insurance, (b) automobile liability insurance, (c) worker's compensation insurance meeting statutory limits, (d) Builder's Risk insurance, (e) property damage insurance and (f) such other insurance and terms as AHP require as set forth in AHP's standard form Operating Agreement. 8. Replacement Reserves. Annual amount of $250 per unit per year to be increased annually by three percent (3%) from revenues of the Apartment Complex. 9. Investor Members Due Diligence and Legal Fees. AHP will charge a fee to cover its due diligence costs as well as Company legal expenses of $75,000, which will be payable at initial Company closing. 360 Dulce Vida Apartments July 27, 2023 Page 4 of 5 10. Conditions to Execution of Amended Operating Agreement. The Investor Member's obligation to execute the Amended Operating Agreement will be conditioned upon completion of its normal due diligence review and, after such review is completed, the approval of the Investor Member's investment committee, in its sole and absolute discretion. In connection with its due diligence, the Managing Member agrees to provide the Investor Member and its representatives full access to the Apartment Complex and its records. [Remainder of Page Intentionally Left Blank] 361 Dulce Vida Apartments July 27, 2023 Page 5 of 5 Please indicate your agreement and acceptance of the foregoing by signing the enclosed copy of this letter and returning it to the undersigned. Agreed and Accepted: Dulce Vida Holdings an Florida Sincerely, AFFORDABLE HOUSING PARTNERS, INC. a Delaware Corporation By: Jeffrey D. Shetterly, Vice President - Acquisitions cc: Robert Johnston, Senior Vice President ,LLC limited liability company By: Michael D. Wohl Its: Managing Member Its: 7/27/2023 362 CR CORALROCK DEVELOPMENT GROUP September 27, 2023 Maria T. Ason, Contract Compliance Analyst City of Miami — Housing & Community Development 14 NE 1 Ave, 2nd Floor Miami, FL 33132 RE: Dule Vida Apartments, 1785 NW 35 Street, Miami, FL 33142. Maria: On behalf of Coral Rock Capital Partners, LLC, we are pleased to submit this formal request to the City of Miami for an award of fifteen million (15,000,000) dollars of Miami Forever Bonds (GOB). These funds will be used to facilitate the development of our Dulce Vida Apartments project. In response to the critical need for affordable and workforce housing in District 1 of the City of Miami, Dulce Vida Apaitiuents, LLC, a single purpose entity controlled by Coral Rock Capital Partners, LLC ("Coral Rock") is pleased to propose Dulce Vida Apaitinents, a mixed use, mixed income residential development. Located on 1.2 acres in Allapattah (Census Block 1012, Group 1) at 1785 NW 35th Street, Miami, Florida will offer the following: • Construction of an eight (8) story mid -rise tower of a minimum of two hundred and thirty (230) residential units of affordable and workforce housing featuring various layouts currently proposed as follows: • Studio apaiti tents w/bath — 70 units; each approximately 435 square feet • One bedroom/one bath — 130 units; each approximately 604 square feet • Two bedroom/two bath — 30 units; each approximately 967 square feet All units will have personal stacked washer -dryers, state of the art appliances, central air conditioning, and modern fixtures and finishes. The residential portion of the building will include a front desk/lobby area and comprehensive security features including video cameras throughout the common areas. • A mixed -income, multi -family component providing units for renters with incomes that fall within affordability thresholds as defined by HUD. Specifically, the rental structure for the project contemplates: • 40% of the units (92 units) offered at or below 60% AMI (Area Median Income) • 34% of the units (78 units) offered at or below 100% AMI • 26% of the units (60 units) offered at or below 120% AMI Of the total 230 units, 170 units will be assisted with GOB funds. • A residential amenity package that includes an indoor fitness center, a community room and an exterior barbeque area for social gatherings, a business center with computer equipment and cyber cafe, a private children's playground and a dog park area beautifully landscaped with native shade trees and benches. 2800 Ponce de Leon Blvd., Suite 1160 l Coral Gables, Florida 33134 (305) 270-2228 l www.coralrockgroup.com • Construction of a seven (7) story attached parking garage allocating 338 spaces providing ample dedicated parking for residents and visitors. • Construction of a new 5,000 square foot Miami Dade County Public Library to be housed on the first floor of the building. This facility will replace the existing Allapattah Branch Library currently at the site and will provide access to a modernized library with the latest library resources, technology, and specialized areas for library users of all ages. • All of the foregoing will be designed to achieve LEED Silver Certification, or equivalent, as defined by the Florida Green Building Coalition and employ innovative green technologies. Specifically, it will employ systems that focus on indoor air quality, energy conservation, water efficiency and sustainably sourced building materials. Furthermore, the location of the project lends itself to the use of public transportation. The area is well served with conveniently located bus stops and frequent buses to move people in and out of the surrounding area. Additionally, the project is across from a Fresco y Mas and other surrounding retail. Keeping families in close proximity to their places of employment with ample transportation options is a key component to successful affordable housing and improved quality of life for community residents. Development costs, including hard and soft costs, total approximately $75,000,000. The property will be conveyed via City of Miami Resolution (#R-20-0295 and adopted 6/10/2021) to be rescinded and replaced by file No. 9253 to Miami Bethany Community Services, Inc. for redevelopment of the property into workforce and affordable housing. Financing for the development will be provided by the Miami Dade Housing Finance Authority, together with local subsidy from the City of Miami GOB and Miami -Dade County Surtax. Target Market and Benefits to the Local Community There is a clear nexus between the production of affordable housing and stimulating the workforce, attracting new businesses and employees, and revitalizing neighborhoods to support smart growth. Greater Miami remains the most "cost burdened" region in the United States.1 In District 1 of the City of Miami, more than 7 in 10 renters are cost -burdened (paying more than 30% of household income on housing expenses), with 37% of renters being "severely cost burdened" (spending more than 50% of their income on housing.2 Mindful of this dire need for affordable housing as well as the City's commitment to establish an Affordable Housing Development Pipeline (ADHP), Dulce Vida's tiered AMI approach benefits a variety of income levels, improving the quality of life for individuals and families through enhanced financial security and disposable income that can be utilized for savings, educational purposes, health, recreation, and consumer goods. Specifically, the target residential market of Dulce Vida Apartments is the low-income and workforce income rental populations of District 1. Qualified renters will pay 30% or less of their gross family income for rent in this new, modern, secure, full amenity apaititient community. Dulce Vida's rental structure also contributes to the health of the community at large with "workforce housing" prioritized for and targeted to essential workers such as teachers, police officers, firefighters, healthcare workers and public employees. 1 Miami Dade County Affordable Housing Blueprint: Needs Assessment (2019, updated January 14, 2020) https://metropolitan.fiu.edu/research/periodic-publications/recent-reports/affordable-housing- blueprint.pdf 2 City of Miami Affordable Housing Master Plan; https://www.miamigov.com/My- Government/Departments/Housing-Community-Development/City-of-Miami-Affordable-Housing-Master- Plan. 2800 Ponce de Leon Blvd., Suite 1160 1 Coral Gables, Florida 33134 (305) 270-2228 l www.coralrockgroup.com PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this g-/s1 day of War* , 2023, ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2 Avenue, Miami, Florida 33130 (the "Seller" or "City"), and Dulce Vida Apartments, LLC, a Florida limited liability company, with offices at 2800 Ponce De Leon Blvd., Suite 1160, Coral Gables, FL 33134 (the "Purchaser"). (The Seller and the Purchaser are hereinafter jointly referred to as the "Parties" and individually may be referred to as a "Party") Recitals A. The Seller agrees to convey by quitclaim deed the Property, as more particularly described herein, to the Purchaser pursuant to Resolution Number R-22-0435 ("Resolution") (a copy of which is attached hereto and incorporated herein as Exhibit A), duly adopted by the Miami City Commission on November 17, 2022, in accordance with Section 29-B(a) of the Charter of the City of Miami, Florida, as amended ("City Charter"), for the purpose of constructing workforce and affordable housing ("Project"), and subject to the restrictions and requirements specified in the Resolution and herein. B. The Purchaser desires to acquire the Property from the Seller in accordance with the terms and conditions of this Agreement. C. Accordingly, Seller agrees to convey by quitclaim deed the Property to Purchaser in reliance on Purchaser's covenant that Purchaser will: (i) within twenty-four (24) months following the Closing, as defined herein, commence the construction of the Project and Improvements, as described herein, as evidenced by issuance of the required building permits from the City of Miami's Building Department, (ii) construct the Project in substantial compliance with the attached proposal Exhibit E this Agreement, the City of Miami's building requirements, and all applicable Federal, State, and local laws, rules, and regulations, (iii) continue diligently with the construction of the Project, including but not limited to the construction of the Improvements, as hereinafter defined, on the Property, to completion, as evidenced by the issuance of a Certificate of Occupancy, Certificate of Completion, or Temporary Certificate of Use (as applicable) from the City of Miami's Building Department, by no later than forty-eight (48) months from the date of Closing. For the avoidance of doubt, completion of the Project's construction shall result in: • one (I) building erected on the Property, which shall include a five thousand (5,000) square foot, or larger, public library located on the ground floor and operated by Miami -Dade County or an agency thereof, and a minimum of one hundred seventy (170) affordable residential units ("Improvements"), that must be occupied by eligible residents as follows: a.) eighty five (85) of eligible residents whose annual income is at or below one hundred percent (I00%) of area median income, with adjustments for # 11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 �"'�"� 57 family size ("AMI") (the "Workforce Housing Units"), and b.) eighty five (85) of eligible residents whose annual income is at or below sixty percent (60%) of AMI (the "Low Income Housing Units"), as published annually by the United States Department of Housing and Urban Development ("HUD") ("Eligible Residents" or "Low Income Persons" or "Workforce Housing Persons") for a period of thirty (30) years from the Project Completion Date, as defined in the attached Deed, during which all one hundred seventy (170) affordable residential units must be fully leased to and occupied by Eligible Residents ("Affordability Period"), in accordance with Section 29-B(a) of the City Charter incorporated herein by this reference, all in accordance with the restrictions, terms, and covenants set forth herein. In addition, Purchaser agrees to use commercially reasonable efforts to obtain a project based Housing Assistance Payments (HAP) Contract, from HUD, for fifty percent (50%) of the Low Income Housing Units or twenty five percent (25%) of the total housing units. D. The Purchaser acknowledges that the Property is currently subject to a Lease Agreement ("Lease") between Seller and Miami -Dade County ("County"), dated May 15, 2007, for the operation of a public library known as Allapattah Library, which is managed by the County ("Library"). The County shall continue to have the authority, rights, and obligations to operate the Library on the Property pursuant to the Lease until such time as the Lease is terminated. E. The Purchaser further acknowledges that the Property is also currently subject to a Parking Services Memorandum of Understanding ("MOU") between the Seller and the Department of Off - Street Parking ("MPA"), dated February 28, 2020, and subsequently amended on October 9, 2020, for the MPA's operation of public parking on the Property. The MPA shall continue to have the authority, rights, and obligations to operate the parking on the Property pursuant to the MOU until such time as the MOU is terminated. Now, therefore, the above recitals are incorporated as if set forth in full herein and the Parties hereto hereby agree that the Seller shall transfer and the Purchaser shall accept the following property, hereinafter referred to as the "Property," upon the following terms and conditions: Terms 1. LEGAL DESCRIPTION OF THE PROPERTY 1785 Northwest 35th Street Miami, Florida 33142 Folio number: 01-3127-009-0140 Lots 18, 19, 20, 21, 22, 23, 24, 25 and 26 of COLONNA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 11, at Page 69, of the Public Records of Miami -Dade County, Florida. 2. PURCHASE PRICE AND PAYMENT 2 #1144706I vl Dulce Vida - PSA 2.21.23.clean 44824-0002 The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of Ten and 00/100 Dollars ($10.00) (the "Purchase Price"). At Closing, the Purchase Price (increased or decreased by adjustments, credits, prorations, and expenses as set forth in the provisions of this Agreement) shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check, or wire transfer. 3. ENVIRONMENTAL MATTERS A. Definitions. For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without limitation, any substance, which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the states, the counties, the cities, or any other political subdivision, agency or instrumentality exercising jurisdiction over Seller or Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer as to Environmental Matters. The Property is being sold in "AS IS" condition. Purchaser acknowledges and agrees that Seller has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the 3 411447061 vl Dulce Vida - PSA 2.21.23 clean 44824-0002 14.0.4 59 Property, including, but not limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, minerals, soil and geology, (b) the compliance of or by the Property or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials. Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and specifically the existing building on the Property that currently houses the Library, and all relevant documents and records of Seller as they relate to the Property and other documents that may exist in the public records of the state, county and/or city relating to the environmental condition of the Property as part of this Agreement and that Purchaser is not relying upon any documents or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation(s) of the Property. Seller acknowledges Purchaser may enter the Library for the purposes of conducting inspections, in accordance with this Agreement. Purchaser further acknowledges and agrees that any information provided or to be provided by Seller with respect to the Property was obtained from a variety of sources, and that Seller has not made an independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller is not liable or bound in any regard by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Environmental Inspection. Purchaser, its employees, agents, consultants and contractors shall have a period of ninety (90) days from the Effective Date (the "Environmental Inspection Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property (including the Library) including surveys, soil borings, percolation, engineering studies ("Engineering Studies"), environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and its consultants to review and evaluate the physical characteristics of the Property (the "Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. Purchaser's inspection of the Library shall include testing for asbestos, as part of Purchaser's Demolition plans for the Library after closing. Engineering Studies shall include but shall not be limited to a condominium conversion engineering report ("Report"), if applicable. Purchaser agrees to bear any and all cost and expense associated with producing the Report. The Seller, at its sole option, may extend the Environmental Inspection Period for an additional twenty-five (25) days if based upon the results of the testing, additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents, full right of entry upon the Property (including the Library) during the Environmental Inspection Period through the Closing 4 # 11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 1„4c4.4 60 Date, as set forth herein. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to the Property and any improvements thereon, or interruption of the use of the Property by the Seller, its employees, officers, agents and tenants. D. Inspections Subject to Existing Agreements. Notwithstanding anything contained in this Agreement to the contrary, all inspections of the Library and the parking areas of the Property shall be at reasonable times upon advance written notice and subject to the reasonable discretion of the County and MPA, respectively. In no event shall any of Purchaser's inspections unreasonably interfere with the County's or MPA's operations of the Library on the Property or otherwise unreasonably interfere with the performance of the Seller's obligations under the Lease or MOU, the County's obligations under the Lease, or the MPA's obligations under the MOU. E. Inspection Indemnity, Insurance and Releases. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Purchase Price for the Property, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the Seller granting a continuing right of entry, which shall at all times be subject to compliance with the Lease and MOU , the Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens or encumbrances filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii) immediately repair and restore the Property to its condition existing immediately prior to the Environmental Inspection; and (iii) indemnify, defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages and losses incurred to the Property, and anyone on the Property as a result of the actions taken by the Purchaser, its employees, agents, representatives and contractors, and anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. The provisions of this indemnification shall survive the Closing and the termination of this Agreement. Prior to Purchaser entering upon the Property (including the Library) for purposes of commencement of the Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of insurance and/or certificates of insurance in form and such reasonable amounts approved by the City of Miami's Risk Management Department, attached hereto and incorporated herein as Exhibit B, protecting the Seller, during the course of such testing, against all claims for personal injury and property damage arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors, and/or anyone directly or indirectly employed by any of them and/or anyone for whose acts they may be liable, upon the Property or in connection with the Environmental Inspection. 5 # 11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 "W 4 61 Purchaser hereby voluntarily, intentionally and knowingly waives any and all claims against the Seller for personal injury or property damage sustained by the Purchaser, its employees, agents, contractors, and consultants arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors upon the Property (including the Library) or in connection with the Environmental Inspection and releases the Seller and its employees, officers and agents from any claims in connection therewith. F. Remedies/Right of Termination. If Purchaser discovers, during the Environmental Inspection Period, the presence of Hazardous Materials on the Property in levels or concentrations which exceed the standards set forth by the Miami Dade County Department of Environmental Resources Management ("DERM"), the State of Florida Department of Environmental Protection, the United States Environmental Protection Agency, or the Environmental Requirements, as defined herein, by any other federal, state or local regulatory body with jurisdiction for environmental matters prior to the end of the Environmental Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies of all written reports concerning such Hazardous Materials (the "Environmental Notice"). The Purchaser and Seller shall have seven (7) business days from the date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation protocol, which remediation shall be at Purchaser's sole cost and expense, with the understanding that the existing Library shall not be remediated but in fact demolished by Purchaser after closing, and then made part of the Improvement on the property as previously outlined in Recital C (iii). In the event the Purchaser and Seller are unable to reach agreement with respect to the remediation protocol within the seven (7) business day period provided herein, the Purchaser shall have the option within two (2) business days of the expiration of the seven (7) business day period to cancel this Agreement by written notice to the Seller whereupon (i) all property data and all studies, analysis, reports and plans respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii) except as otherwise provided in this Agreement, the Parties shall thereupon be relieved of any and all further responsibility hereunder and neither Party shall have any further obligation on behalf of the other. G. Waiver and Release. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. Purchaser on behalf of itself and its successors and assigns voluntarily, knowingly, and intentionally waives, releases, acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or 6 #11447061 vl Dulce Vida- PSA 2.2123 clean 44824-0002 1 62 condition of the Property including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any violation or potential violation or any Environmental Requirement applicable thereto. In addition, Purchaser thereafter specifically waives all current and future claims and causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county regulation relating to Hazardous Materials in, on, or under the Property. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing and termination of this Agreement. 4. TITLE EVIDENCE Notwithstanding any language contained herein to the contrary, Purchaser acknowledges that the Seller is remising, releasing and quitclaiming the Property unto the Purchaser and makes no representations whatsoever as to title. Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, including but not limited to title policy or policies, title commitments, abstract of title, or other evidence of title, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Purchaser shall be responsible for obtaining, at its sole cost, (i) a commitment for title insurance, from a recognized title insurance company authorized to issue title insurance in the State of Florida, agreeing to insure Purchaser's title, free of all exceptions, except those that may be accepted by Purchaser, together with all corresponding title documents, and (ii) a survey of the Property showing the Property to be free of encroachments or conditions that would affect its proposed use of the Property. In the event the Purchaser's examination of title, which examination shall include, without limitation, Purchaser's examination of a survey to be ordered at Purchaser's sole cost and expense and shall be completed within sixty (60) days of the Effective Date, or at any time after delivery of the initial examination of title, or survey, and prior to Closing, Purchaser's examination of title and survey reflects any condition which renders the title unmarketable, in accordance with the standards of the Florida Bar, or otherwise makes it impractical for the Purchaser to develop the Improvements, as defined herein (the "Title Defect"), the Purchaser shall notify Seller of such Title Defect ("Purchaser's Title Objection Notice") and shall allow the Seller thirty (30) calendar days from the date of Seller's receipt of Purchaser's Title Objections Notice within which to use reasonable diligence to cure the Title Defect. Seller shall use good faith efforts to cure any Title Defect, provided however, Seller shall not be required to bring any action or to incur any expense to cure any Title Defect or objection. If Seller shall be unable to convey title to the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to convey, with no reduction in Purchase Price; or (ii) terminate this Agreement, upon such termination, this Agreement shall be null and void and the Parties shall be relieved of all further obligation and liability, and neither Party shall have any further claims against the other, except as to Purchaser's liability, if any, arising out of any obligations surviving termination. In such event, the Purchaser shall notify the Seller in writing of the 7 N 1144706I vl Dulce Vida - PSA 2.21.23.clean 44824-0002 v 63 cancellation of this Agreement, whereupon all abstracts of title, property data, and all studies, analysis, reports and plans respecting the Property delivered by the Seller to the Purchaser or prepared by or on behalf of the Purchaser shall be delivered by the Purchaser to the Seller. In the event that the Purchaser does not elect to cancel this Agreement as permitted hereby, the Purchaser acknowledges and agrees that the sale of the Property as provided for herein shall be made on an "AS IS" condition and basis without any representations and warranties made by Seller. 5. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE. A. The Purchaser acknowledges and agrees that the Purchaser is purchasing the Property in an "AS IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the Seller. Without in any way limiting the generality of the immediately preceding sentence, and in addition to the specific disclaimers set forth in Section 3 of this Agreement with respect to Environmental Matters, the Purchaser and the Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property: (1) Purchaser hereby acknowledges that Seller has not made, will not make and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, or marketability thereof; (2) Purchaser acknowledges that with respect to the Property, Seller has not made, does not make, and will not make any warranties, whether express or implied, of merchantability, habitability or fitness for a particular use or suitability of the Property for any and all activities and uses which Purchaser may conduct thereon; (3) Purchaser acknowledges that Seller has not made, will not make, and does not make any representations, whether express or implied, with respect to compliance with any land use, zoning or development of regional impact laws, developer impact fees or assessments, rules, regulations, orders or requirements; (4) Purchaser acknowledges that Purchaser has made and/or shall be given an adequate opportunity to make such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, the condition of all portions of the Property and such state of facts as an accurate abstract of title would show; (5) Purchaser acknowledges that Purchaser has not relied, and is not relying, upon any information, document, projection, proforma, statement, representation, guaranty or warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of Seller; 8 #11447061 v1 Dulce Vida - PSA 2.21.23.clean 44824-0002 64 (6) The Purchaser acknowledges that, as to any personalty on the Property, the Seller has not made, will not make and does not make, any warranties or representations, whether express or implied, and specifically disclaims any WARRANTY OF MERCHANTABILITY. As to personal property, if any, it shall be conveyed to the Seller on an "AS IS" condition and basis with all faults; (7) The Purchaser acknowledges the encumbrances on the Property for parking spaces and Library use as follows: 1) Covenant Running with the Land recorded December 23, 1986 in Official Records Book 13126, Page 369; 2) Covenant Running with the Land recorded February 19, 1987 in Official Records Book 13184, Page 2623; 3) Lease Agreement by and between the Department of Off -Street Parking of the City of Miami (Landlord) and Allapattah Medical Pharmacy Building, Inc. (Tenant), dated November 1, 2008, as evidenced by that Memorandum of Lease Agreement recorded December 5, 2008 in Official Records Book 26675, Page 1096; and 4) Deed restriction as contained in Deed recorded in Official Records Book 3481, Page 746 ("Parking Agreements"). Accordingly, Purchaser accepts the Parking Agreements encumbering the Property's Title and shall not be deemed a Title Defect pursuant to Section 4 of this Agreement. Purchaser agrees not to include Parking Agreements in any Purchaser's Title Objection Notice made to Seller pursuant to Section 4 of this Agreement. The City, however, will executed and deliver to Purchaser any reasonable release or other documentation provided by Purchaser, needed to release such Parking Agreements as encumbrances against the title of the Property. B. The provisions of this Section 5 shall survive the Closing or termination of this Agreement. 6. RESTRICTIONS, EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authority; restrictions and matters appearing on the public records, including, but not limited to, deed restrictions and reversionary interests, and all recorded easements and any matters that would be disclosed on a survey of the Property. 7. CONDITIONS PRECEDENT (i) Seller's obligation to sell and Purchaser's obligation to purchase shall be subject to the commercially reasonable satisfaction of the following conditions on or before thirty (30) days prior to Closing: a. The Purchaser shall submit financial commitments, reasonably satisfactory to the Seller's Director of Real Estate and Asset Management ("Director"), of the necessary financial commitments to construct the Improvements from all other lenders. 9 N1 1447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 *4465 b. The Purchaser shall submit to the Seller a copy of the construction contract for the construction of the Improvements. c. The Purchaser shall submit to the Seller evidence satisfactory to Seller that it is ready to commence and complete construction of the Improvements within the times and in compliance with the requirements set forth herein. d. The Purchaser shall provide Director with any and all drafts of proposed mortgages on the Property for Director's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. e. Purchaser shall enter into an agreement with Miami -Dade County providing for the construction and operation of a new Miami Dade Public Library Allapattah Branch Library within the Project at Purchaser's sole cost ("Library Agreement"). The Library Agreement shall provide for the construction and operation of a library no Less than five thousand (5,000) square feet in size, located on the ground floor, provide free parking for staff and patrons of the library, and managed by the Miami -Dade Public Library System. The Library Agreement shall further provide for the continuous operation and public accessibility of the Library during construction either within the Property or at a temporary nearby location until such time that the new library is constructed and publicly available within the Project. (ii) Seller's obligation to sell and Purchaser's obligation to purchase shall be further subject to the commercially reasonable satisfaction of the following conditions on or before Closing: a. The closing of any construction financing by approved lenders shall occur simultaneously with the Closing. b. Miami -Dade County ("County") shall have accepted Seller's partial termination of the lease agreement (for the Library) affecting the Property, between Seller and County dated May 15, 2007 ("Lease"), and such partial termination of the Lease shall have become effective. c. The MPA shall have accepted the termination of the MOU, and such termination of the MOU shall have become effective,including the termination of any agreements with third parties for the use of such parking spaces. d. The Purchaser shall provide evidence to the Director that it has received all necessary permits needed to construct the units, or in the alternative, such evidence may be in the form of a Permit -Ready letter issued by the applicable governmental agency or department having jurisdiction over the matter. 10 411447061 v1 Dulce Vida - PSA 2.21.23.clean 44824-0002 tf+4) 66 8. DEED RESTRICTIONS The Seller shall convey title to the Property by quitclaim deed, henceforth known as the "Deed", containing a reverter provision and in the form and content as provided in that deed attached herein as Exhibit C, including certain deed restrictions pertaining to the use of the Property imposed in accordance with applicable requirements of the Resolution, the Charter and the Code of the City of Miami, Florida, as amended, and the City Commission. 9. CLOSING DATE Closing shall take place no later than November 1, 2024, at a mutually agreeable time (the "Closing" or "Closing Date") at the City of Miami, Department of City Attorney's Office at 444 SW 2 Avenue, 9th Floor, Miami, Florida. The Parties may, subject to mutual agreement, establish an earlier date and alternative location for Closing. The Closing shall take place via courier with the original documents and funds being delivered at the office of Purchaser's Attorney or Purchaser's closing agent or such other location as may be agreed to by the parties. Seller may deliver the Seller's Documents to the Purchaser's Attorney or Purchaser's closing agent prior to Closing, with escrow instructions for the release of the Seller's Documents and the disbursement of the Seller's proceeds. The Purchaser has the right to extend Closing two times, for sixty (60) days each, without Seller's consent. Purchaser may extend Closing for one additional sixty (60) day period with expressed written consent from Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties acknowledge and agree that Purchaser will be applying for construction financing from one or more public or private lenders (the "Financing"). Purchaser's right and obligation to acquire the Property hereunder is subject to it successfully obtaining such Financing. In the event that Purchaser does not secure such Financing by the Closing Date, as extended, Buyer may terminate this Agreement, and this Agreement shall be null and void and the Parties hereto shall be relieved of all further obligation and liability, and neither Party shall have any further claims against the other, except as to Purchaser's liability, if any, arising out of the obligations surviving the Closing or termination of this Agreement. At such time as Purchaser obtains the same it will notify the Seller of its Financing, provided, however, that the Closing of the sale of the Property shall take place in compliance with the terms of this Agreement. 10. COVENANTS A. The Purchaser represents and warrants to the Seller that no demolition whatsoever shall occur on the Property until after Closing, except with the express written consent of Seller, which consent may be withheld in the Seller's sole and absolute discretion. B. The Purchaser represents and warrants to the Seller that, throughout the duration of the Affordability Period, the Property will be used to provide affordable housing for Low Income Persons and Workforce Housing Persons based on criteria established by the Seller and Internal Revenue Code, Chapter 42. The Seller has relied on the Purchaser's representations in entering into this Agreement pursuant to the provisions of Section 29- B(a) of the Charter of the City of Miami, which exempts from the competitive bidding 11 H 1 1447061 v l Dulce Vida - PSA 2.21.23.clean 44824-0002 requirements established therein "conveying property to implement housing programs or projects which are intended to benefit Low Income Persons, the criteria of which to be provided for by federal and/or state law, the City of Miami's Department of Housing and Community Development, and/or by the City commission." The Purchaser's representations and warranties contained in this Section 10 shall constitute a covenant running with the land, which touches, covenants, and concerns the land and will bind the Purchaser and its authorized assigns and heirs throughout the Affordability Period. The Purchaser's representations and warranties contained in this Section 10 shall be enforceable by the Seller as a covenant running with the land, which shall also be recorded in a separate document at Closing. A recordable Declaration of Restrictive Covenants (the "Declaration of Restrictive Covenants"), in conformity with the requirement set forth herein, is attached hereto as Exhibit D, which declaration, in substantial form and content with the attached Exhibit D shall be executed by Seller and Purchaser at closing. The Purchaser represents and warrants to the Seller that the Property will be developed for the benefit of Low Income Persons and Workforce Housing Persons as set forth herein. The Purchaser further agrees to construct at least one hundred seventy (170) affordable residential units that are to be occupied by persons earning the area median incomes as set forth in Recital C above on the Property. Upon the conveyance of the Property to the Purchaser, the Purchaser shall continue diligently with the construction of the Improvements to completion. C. The Purchaser agrees that concurrently with the conveyance of the Property, at Closing, the Purchaser agrees to incorporate the Declaration of Restrictive Covenants with Purchaser's representations and warranties contained in this Section 10 which will run with the land and shall be binding on the Purchaser, its successors, heirs and assignees, in favor of the Seller and enforceable by Seller, to be recorded in the public records of Miami -Dade County. D. Purchaser acknowledges, covenants, and agrees that the Project shall include the construction of a new library, containing a minimum of five thousand (5,000) square feet located on the ground floor of the Project, to be operated by Miami -Dade County Public Library System ("New Library"). While the New Library is under construction, the Purchaser shall ensure the continuous operation and public accessibility of the Library by providing a substantially similar public library facility at a nearby temporary location. E. Purchaser shall enter into the Library Agreement with Miami -Dade County Public Library System, with terms reasonably acceptable to the City and in compliance with the Resolution, to ensure the continuity of the public library services. F. The provisions of this Section 10 shall survive the Closing. 11. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 12 tll 1447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 14.68 (1) The Deed, attached hereto as Exhibit C; (2) A Closing Statement; (3) Seller's Title Affidavit sufficient to delete the Standard Exceptions in Purchaser's and any lender's title insurance policy, and a Non -Foreign Affidavit, as applicable; (4) Such documents as are necessary to fully authorize the conveyance of the Property by Seller by quitclaim deed and the execution of all closing documents; (5) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby; (6) the Declaration of Restrictive Covenants, attached hereto as Exhibit D; (7) The Lease termination by and between the Seller and Miami -Dade County; and (8) The MOU termination by and between the Seller and MPA. B) At Closing, Purchaser shall execute and/or deliver to Seller the following: (1) Closing Statement; (2) Such documents as are necessary to fully authorize the purchase of the Property by Purchaser and the execution of all closing documents; (3) Any other documents required by the Seller that are reasonably necessary or advisable to consummate the transaction contemplated hereby; and (4) Purchaser shall pay to Seller the balance of the Purchase Price as provided for in Section 2 hereof; (5) Any documents and/or information, including financial information and proof of construction financing, requested by the Seller pertaining to the development of the proposed Project; (6) All documents required by the City Commission Resolution attached hereto as Exhibit A; and (7) The Declaration of Restrictive Covenants, attached hereto as Exhibit D. (8) The Fully Executed Library Agreement 13 411447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 69 12. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated and/or assumed by and between Seller and Purchaser as follows: A. Adjustments and Prorations 1) Real Estate Taxes: All ad valorem taxes shall be pro -rated through the Closing Date based on the most current tax bill. The Seller shall be responsible for all pro -rated taxes prior to the Closing Date and Purchaser shall be responsible for all pro -rated taxes subsequent to the Closing Date. 2) Certified/Pending Liens: Certified, confirmed, and ratified governmental liens, and all pending liens, as of the Closing Date shall be paid/assumed by Purchaser. Notwithstanding the foregoing, to the extent permitted by Section 2-817(h) of the City Code, the Seller agrees to release, or cause to be released, any liens created or imposed by the Seller that are currently encumbering the Property. 3) Other Taxes, Expenses, Interest, Etc.: Taxes, assessments, water and sewer charges, waste fee and fire protection charges, if applicable, due and owing at the time of closing, shall be paid by the Purchaser. 4) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in Miami -Dade County as of the Closing Date shall be paid by the Purchaser. B. Closing Costs (1) Each Party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Purchaser shall pay all other Closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmental testing costs; (i i) documentary stamps and surtax on the deed; (iii) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; 14 411447061 v I Dulce Vida - PSA 221.23.clean 44824-0002 70 (iv) the Seller's costs incurred in connection with the public solicitation process related to the sale of the Property, which costs shall not exceed five thousand dollars ($5,000) as applicable; (v) any Project fees, including, but not limited to, signage fees, advertising costs and fees for Property security. 13. DEFAULT A) If this transaction does not close as a result of default by Seller, Purchaser as and for its sole and exclusive remedies shall be entitled to: (i) elect to terminate this Agreement; or (ii) elect to waive any such conditions or defaults and to consummate the transactions contemplated by this Agreement in the same manner as if there had been no conditions or defaults and without any reduction in the Purchase Price and without any further claim against Seller, or (iii) Purchaser may seek Specific Performance of Seller's obligations under this Agreement, provided however, if Specific Performance is not available due to the willful or voluntary actions of Seller, Purchaser shall have the right to pursue a recovery for actual direct damages (but not consequential or punitive damages, but including reasonable attorney's fees) incurred by Purchaser. However, notwithstanding anything contained herein to the contrary, in no event shall Seller be liable to Purchaser for any actual, punitive, incidental, speculative or consequential damages, costs or fees of any nature whatsoever. The limitation on Seller's liability set forth herein shall survive Closing and/or termination. B) Neither Party shall be entitled to exercise any remedy for a default by the other Party until (i) such Party has delivered to the other notice of the default, and, (ii) a period of ten (10) calendar days from and after delivery of such notice has expired with the other Party having failed to cure the default or diligently pursued remedy of the default, provided however, no notice or cure period shall be applicable to Seller's failure to timely close under the terms of this Agreement.. Upon such failure of the Purchaser to close, after the expiration of the above referenced notice and cure period, this Agreement shall automatically and immediately terminate. 14. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date. In the event of a loss that renders the existing property partially or wholy unusable, Purchaser shall use commercially reasonable efforts to expedite the establishment of the termporary off site library that is planned to be utilized by the Miami -Dade County Public Library System during construction. Should such off site Library be established, Purchaser shall have no responsibility to repair or replace the existing Library. 15 # 1 1447061 el Dulce Vida - PSA 2.21.23.clean 44824-0002 71 15. RELEASE AND INDEMNIFICATION In consideration of the Purchaser's purchase of the Property, Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably releases Seller, its employees, officers, directors, representatives, agents, successors and assigns (collectively the "Seller") from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, including, but not limited to, environmental matters, title_ to the Property, condition. of the Property, personal injury or property damage arising from the use or occupancy of the Property, or any other matter affecting the Property, or any portion thereof. This release shall survive cancellation, Closing, and full performance of this Agreement, as applicable. In consideration of the Purchaser's purchase of the Property, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the Parties, the Purchaser, and its heirs, agents, representatives, successors and assigns do hereby agree to indemnify, hold and save harmless and defend the Seller, its officials, employees, officers, directors, representatives, agents, successors and assigns from any claim, demand or liability for commissions, alleged statutory or regulatory violations, breaches of contract or any other claim, demand or litigation arising from and relating to this Agreement, inclusive of court costs, principal and interest made on behalf of any broker, tenant(s), third party beneficiary(ies) or other persons or entities. This indemnification shall survive cancellation, Closing, and full performance of this Agreement, as applicable. 16. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller, and between Purchaser and any governmental authorities having jurisdiction over environmental matters, is to be an important component of the Purchaser's Environmental Inspection Period and title examination. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their environmental and title representatives, to wit: On behalf of Seller: On behalf of Purchaser: City of Miami Department of Real Estate and Asset Management Attn: Department Director 444 SW 2 Avenue Miami, FL 33130 16 #11447061 v1 Dulce Vida - PSA 2.21.23.clean 44824-0002 Dulce Vida Apartments, LLC Attn: Michael Wohl 2800 Ponce De Leon Blvd. Suite 1160 Coral Gables, FL 33134 Telephone No: (786) 749-5307 14.4 72 Telephone No.: 17. NOTICES All notices or other communications, which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by: 1) personal service, or 2) certified mail, or 3) any nationally recognized overnight mail service, such as Fed Ex, addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served or if by certified mail, on the fifth day after being posted, or on the date of actual receipt, whichever is earlier, or the date of actual receipt if delivered by overnight mail: Seller: Arthur Noriega V, City Manager City of Miami 444 SW 2 Avenue, loth Floor Miami, FL 33130 Copies To: City of Miami Department Director Department of Real Estate & Asset Management 444 SW 2 Avenue Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 18. CAPTIONS AND HEADINGS Purchaser: Dulce Vida Apartments, LLC Attn: Michael Wohl 2800 Ponce De Leon Blvd. Suite 1160 Coral Gables, FL 33134 Copies To: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Attn: Richard E. Deutch, Jr, Esq 150 W. Flagler Street, Suite 2200 Miami, FL 33130 The section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. 19. BINDING EFFECT; ASSIGNMENT This Agreement shall bind and inure to the benefit of the Parties and their successors in interest. Purchaser may not assign or pledge this Agreement, or convey any parcel under 411447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 *'46"J 73 this Agreement, without the prior written consent of the City Commission. Purchaser may assign this Agreement to a wholly owned entity, with the consent of the City Manager and such agreement containing an affirmative statement providing that such Assignee agrees to accept the property subject to the Declaration of Restrictive Covenants attached hereto. 20. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida. 21. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. 22. ATTORNEY'S FEES AND COSTS In the event litigation, arbitration, or mediation, or any other dispute between the Parties hereto, arises out of the terms of this Agreement, each Party shall be responsible for its own attorneys' fees, paralegal fees and all costs incurred in connection with such litigation, arbitration, mediation or other dispute resolution procedure and through all appellate levels. 23. WAIVERS No waiver by either Party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive. 24. WAIVER OF TRIAL BY JURY; VENUE The Parties hereby knowingly, voluntarily, intentionally, and irrevocably waive any right they may have to a trial by jury in respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether oral or written) or actions in connection with the transactions contemplated hereby. This provision is a material inducement for the Purchaser and the Seller entering into this Agreement. Venue in any litigation shall be in Miami -Dade County, Florida. 25. ENTIRE AGREEMENT This Agreement contains the entire agreement between the Parties. There are no promises, agreements, undertakings,. warranties or representations, oral or written, express or 18 # 11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 144..0 74 implied, between the Parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the City Manager on behalf of the Seller, and by the Purchaser. The recitals set forth in this Agreement are, by this reference, incorporated into and deemed a part of this Agreement. 26. TIME OF THE ESSENCE Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either Party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day. Time periods of five (5) days or less shall not include Saturday, Sunday or legal holidays. 27. TERMINATION A. Termination by the Purchaser. Notwithstanding any provision of this Agreement to the contrary, the Purchaser shall have the option to terminate this Agreement for any reason not otherwise provided for in this Agreement, within one hundred and eighty (180) days from the Effective Date ("Due Diligence Period"). In such event, the Purchaser shall notify the Seller in writing of the cancellation of this Agreement, whereupon: (i) all property data and all studies, analysis, reports and plans respecting the Property delivered by the Seller to the Purchaser or prepared by or on behalf of the Purchaser shall be delivered by the Purchaser to the Seller; and then (ii) except as otherwise provided in this Agreement, the Parties hereto shall thereupon be relieved of any and all further responsibility hereunder and neither Party shall have any further obligation on behalf of the other, except for all such obligations that may survive termination. B. Other. (i) Notwithstanding any provision of this Agreement to the contrary; this Agreement shall automatically and immediately terminate in the event that on or before thirty (30) days prior to Closing, subject to extensions granted by Seller, the Purchaser has not provided proof of all financing needed for the construction of the Improvements in the form of commitment letters subject to credit underwriting. (ii) In the event that the Purchaser does not pay to the Seller at the Closing the amounts due Seller in accordance with this Agreement, or otherwise comply with the material terms of this Agreement by Closing, then this Agreement may be terminated by the Seller upon written notice to the Purchaser given in accordance with the notice requirements of this Agreement. In such an event, this Agreement shall be null and void and the Parties shall be relieved of all further obligation and liability, and neither Party shall have any further claims against the other, except as to Purchaser's liability, if any, arising out of any obligations surviving Closing or termination. 19 # 1 1447061 v 1 Deice Vida - PSA 2.21.23.clean 44824-0002 75 28. PARTIAL INVALIDITY In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid or shall be excised from this Agreement as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be. 29. MISCELLANEOUS (i) Purchaser explicitly agrees to comply with City of Miami Ordinance No. 13491, adopted November 20, 2014, and Ordinance No. 13645, adopted on October 27, 2016. (ii) Purchaser explicitly agrees to comply with the Code of the City of Miami, Florida, Sections 18-176 through 18-187, as amended, including, without limitation, that all costs involved in the sale of the Property shall be the responsibility of the Purchaser and all funds due Seller under this Agreement shall be paid by the Purchaser by cashier's check or certified check or wire transfer at Closing. (iii) If either Party shall be unable to timely perform any of its obligations under this Agreement as a result of a Force Majeure event (as hereinafter defined), such Party shall not be liable for loss or damage for such failure and the other Party shall not be released from any of its obligations under this Agreement. If either Party is delayed or prevented from performing any of its obligations as a result of a Force Majeure event, the period of such delay or prevention shall be added to the time herein provided to the performance of any such obligation. A "Force Majeure" event shall consist of the following, to the extent they are beyond the reasonable control of the Party invoking Force Majeure or its agents or contractors and cause delay to any obligations under this Agreement: Acts of God, Acts of War, Terrorist Acts, named storms, declared state(s) of emergency, incidence of disease or illness that reaches outbreak, epidemic and or pandemic proportion, governmental orders not caused by action or inaction by Purchaser or its contractors or any one for whom it is responsible, or other causes affecting the area in which the Project is located and/or contractor's labor and/or supply chain, civil unrest, riots, newly announced or enacted government restriction, labor disputes, material shortages, fire, casualty loss or weather related delays. (iv) Notwithstanding anything to the contrary contained herein or in any other agreement between City and Purchaser, the City grants to Purchaser, its agents, representatives, employees, contractors, sub -contractors, and consultants (for the purposes of this Section 29(iv) of this Agreement, collectively, referred to as "Purchaser"), temporary access rights to enter upon, subject to the conditions, terms, and limitations herein contained and solely for the term of this Agreement, the Property for the limited purposes of securing the Property so that it is free from vandalism and vagrancy, maintaining any existing fence on the Property, and removing and disposing of debris and other foreign objects placed on the Property by unauthorized third parties (collectively "Securing the Property, Fence Repair, and Debris Removal"), subject to Purchaser providing the Director, with at least (1 2) hours 20 # 1 1447061 v 1 Dulce Vida - PSA 2.21.23.clean 44824-0002 J 76 advance written notice of when (dates and times) site access is required by Purchaser. Purchaser and/or Seller must also obtain written consent from the County to access the Property unless the Lease with the County is terminated at the date and time access is required. Purchaser and/or Seller must also obtain written consent from the MPA to access the Property unless the MOU is terminated at the date and time access is required. After the expiration of the Due Diligence Period of this Agreement and until Closing, unless this Agreement is terminated, cancelled, or expires, Purchaser agrees to maintain any existing fence on the Property, to secure the Property so that it is free from vandalism and vagrancy, and to remove debris and other foreign objects placed on the Property by unauthorized third parties, in manners deemed acceptable to the City in its reasonable discretion. Purchaser explicitly agrees to maintain the existing fence on the Property, to secure the Property so that it is free from vandalism and vagrancy, and to remove debris and other foreign objects placed on the Property by unauthorized third parties within ten (10) days after receiving a written request from the City, at Purchaser's sole cost and expense. The right of access granted in this Section 29(iv) in this Agreement shall be exercised and used by Purchaser in such a manner as not to cause any material damage or destruction whatsoever to the Property and any improvements or structures thereon, and not to cause interruption of the use of the Property by the City, its tenants, employees, officers, and agents. After the Effective Date of this Agreement and until Closing, the Purchaser agrees to repair any damage to the Property caused by the Purchaser, its employees, representatives and subcontractors, and to restore the Property to its original state or better as of the Effective Date of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the City granting a continuing right of entry, the Purchaser hereby specifically agrees to immediately pay and/or cause to be removed any liens or encumbrances filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the Securing the Property, Fence Repair, and Debris Removal on the Property. As lawful consideration for the permission granted by the C ity of M iami to enter upon the P roperty for purposes of Securing the Property, Fence Repair, and Debris Removal on the Property, the Purchaser hereby releases, waives, discharges, saves and holds harmless, indemnifies, agrees to defend at its sole cost and expense, and covenants not to sue the City, its officials, employees, officers, departments, instrumentalities, and agents and representatives (hereinafter collectively referred to as the "CITY"), from all liability for any and all loss or damage, and any claims, suits, causes of action, actions, liabilities, or demands therefor on account of injury, wrongful death, to person or damage, loss, destruction or alteration of property or resulting in death, injury, loss, damage, destruction or alteration of persons and/or property or attributable or related to the access granted to Purchaser and its contractors, sub -contractors, employees, consultants, agents, or representatives through the acts, errors, negligence, or omissions of Purchaser while the Purchaser is in, or upon the Property, provided however, Purchaser shall not be liable for nor shall Purchaser indemnify Seller for any claim, demand, cause of action, damage, liability, loss or expense caused solely by Seller, its employees, officers and agents, resulting solely from the gross negligence or intentional misconduct of Seller, its 21 k11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 N.Ia„,„‘) 77 employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the City to seek contribution where appropriate. The provisions of this indemnification, release, and covenant not to sue shall survive the cancellation, expiration, full performance, Closing, or termination of this Agreement. 30. CITY'S RIGHTS AS SOVEREIGN The City is entering into this Agreement only in its proprietary (not regulatory) capacity and retains all of its sovereign prerogatives and rights and regulatory authority (quasi- judicial or otherwise) as a municipality under all applicable laws (all of which shall be absolute and unfettered in all respects). [Signatures appear on the following page] 22 tl 11447061 v 1 Dulce Vida - PSA 2.21.23.clean 44824-0002 IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year first above written. ATTEST: Todd B. Ha >r lon,Qity Clerk "PURCHASER" DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its Manager By: Coral Rock Development Group, LLC, a Florida limited liability company, its Manager v Wohl, Manager "SELLER" CITY OF MIA,II, a municipal corporation Sta1 of Florida: Date: teijapa- By: Approved As To Form And Correctness: Vi oria Men' - City Attorney Approved by Manageme Ann- Direc rpe e1 \ 23 41 1447061 v i Dulce Vida - PSA 2.21.23.clean 44824-0002 Arthur Nb.niega , City Manager 79 EXHIBIT A Resolution File Number: R-22-0435 # 1 1447061 v 1 Dulce Vida - PSA 2.21.23.clean 44824-0002 0N or t! 1.11, R \ . Miami FL Resolution R-22-0435 ADopTED.... .. N��11 20229;0 n.. A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE TRANSFER OF THE WORKFORCE AND AFFORDABLE HOUSING PROJECT AT 1785 NORTHWEST 35TH STREET, MIAMI, FLORIDA, TO DULCE VIDA APARTMENTS, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("DULCE VIDA"), WHICH IS AN AFFILIATE ENTITY OF MIAMI BETHANY COMMUNITY SERVICES, INC., A FLORIDA NOT FOR PROFIT CORPORATION ("MIAMI BETHANY"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE. I.nforrnation Department: Department of Real Estate Sponsors: and Asset Management Category: Other Att.-iicllments .Agenda Summary and Legislation ody/Legislation WHEREAS, the City of Miami ("City") is the fee simple owner of the property located at 1785 Northwest 35th Street, Miami, Florida ("Property"); and WHEREAS, the City Commission adopted Resolution No. R-21-0447 on October 28, 2021, authorizing the City Manager to negotiate and execute a quitclaim deed, in a form acceptable to the City Attorney, to convey the Property to Miami Bethany Community Services, Inc., a Florida not for profit corporation ("Miami Bethany"), pursuant to Section 29-B(a) of the Charter of the City of Miami, Florida, as amended, for the purpose of redeveloping the Property into workforce and affordable housing ("Project"), subject to a various restrictions provided therein, including but not limited to the continuous operation of the existing Allapattah Public Branch Library and the development of a new library within the Project; and WHEREAS, the conveyance of the Property shall be subject to an automatic reverter provision requiring workforce and affordable housing on the Property and related restrictions in accordance with the Project for thirty (30) years; and WHEREAS, Miami Bethany is seeking City Commission approval to grant the City Manager the authority to convey the Property to an affiliate entity of Miami Bethany that is qualified to develop the Property in accordance with the requirements for the Project, Dulce Vida Apartments, LLC, a Florida limited liability company ("Dulce Vida"); and WHEREAS, Miami Bethany will have a membership interest in Dulce Vida, provided that Miami Bethany will have no liability for any debts or other financial obligations of the limited liability company; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. 61 1447061 VI Dulce Vida - PSA 2 21 23.clean 44824-0002 U '.& 81 Section 2, The City Manager is authorized' to convey the Property to Dulce Vida, which is an affiliate entity of Miami Bethany, in furtherance of the Protect, subject to the requirements set forth in Resolution No. R- 21-0447, Section 3. The City Manager is authorized[1] to negotiate and execute any and all necessary documents, including amendments, all in forms acceptable to the City Attorney, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor[2] [I] The herein authorization is further subject to compliance with all legal requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions [2] If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Meeting History Nov 17, 2022 9:0D AM City Commission City Commission Meeting RESULT: ADOPTED [UNANIMOUS] MOVER: Ken Russell, Commissioner, District Two SECONDER: Alex Diaz de la Portilla, Commissioner, District One AYES: Christine King, Joe Caroilo, Ken Russell, Alex Diaz de la Portilla, Manolo Reyes # 11447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 ,, Draft 14164 82 City of Miami Legislation Resolution City Hall 3500 Pan American Drive Wad, FL 33133 www.mlamlgov.com File Number: 12919 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE TRANSFER OF THE WORKFORCE AND AFFORDABLE HOUSING PROJECT AT 1785 NORTHWEST 35TH STREET, MIAMI, FLORIDA, TO DULCE VIDA APARTMENTS, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("DULCE VIDA"), WHICH IS AN AFFILIATE ENTITY OF MIAMI BETHANY COMMUNITY SERVICES, INC., A FLORIDA NOT FOR PROFIT CORPORATION ("MIAMI BETHANY"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE, WHEREAS, the City of Miami ("City") is the fee simple owner of the property located at 1785 Northwest 35th Street, Miami, Florida ("Property"); and WHEREAS, the City Commission adopted Resolution No, R-21-0447 on October 28, 2021, authorizing the City Manager to negotiate and execute a quitclaim deed, In a form acceptable to the City Attorney, to convey the Property to Miami Bethany Community Services, Inc., a Florida not for profit corporation ("Miami Bethany"), pursuant to Section 29-B(a) of the Charter of the City of Miami, Florida, as amended, for the purpose of redeveloping the Properly into workforce and affordable housing ("Project"), subject to a various restrictions provided therein, including but not limited to the continuous operation of the existing Allapattah Public Branch Library and the development of a new library within the Protect; and WHEREAS, the conveyance of the Property shall be subject to an automatic reverter provision requiring workforce and affordable housing on the Property and related restrictions In accordance with the Project for thirty (30) years; and WHEREAS, Miami Bethany is seeking City Commission approval to grant the City Manager the authority to convey the Property to an affiliate entity of Miami Bethany that is qualified to develop the Property in accordance with the requirements for the Protect, Duice Vida Apartments, LLC, a Florida limited liability company ("Duice Vida"); and WHEREAS, Miami Bethany will have a membership interest in Duice Vida, provided that Miami Bethany will have no liability for any debts or other financial obligations of the limited liability company; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth In this Section. Section 2, The City Manager is authorized' to convey the Property to Duice Vida, which is an affiliate entity of Miami Bethany, in furtherance of the Project, subject to the requirements set forth In Resolution No. R-21-0447. 1111447061 v 1 Deice Vicla - PSA 2.21.23.clean 44824-0002 Section 3. The City Manager is authorized' to negotiate and execute any and all necessary documents, including amendments, all in forms acceptable to the City Attorney, for said purpose. Section 4. This Resolution shall become effective Immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ' The herein authorization Is further subject to compliance with all legal requirements that may be Imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, It shall become effective immediately upon override of the veto by the City Commission. 411447061 v 1 Dulce Vida - PSA 2.21.23.clean 44824-0002 84 AGENDA ITEM SUMMARY FORM File ID: #12919 Date: 11/03/2022 Commission Meeting Date: 11/17/2022 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 1 Type: Resolution Subject: Auth. Transfer - Workforce and AHP - Dulce Vida Apartments, LLC Purpose of Item: A Resolution of the Miami City Commission authorizing the transfer of the workforce and affordable housing project at 1785 Northwest 35th Street, Miami, Florida, to Dulce Vida Apartments, LLC, a Florida limited liability company ("Dulce Vida"), which is an affiliate entity of Miami Bethany Community Services, Inc., a Florida not for profit corporation ("Miami Bethany"); further authorizing the City Manager to negotiate and execute any and all necessary documents, including amendments, all in forms acceptable to the City Attorney, for said purpose. Background of Item: The City of Miami ("City") is the fee simple owner of the property located at 1785 Northwest 35th Street, Miami, Florida ("Property"). The City Commission adopted Resolution No. R-21-0447 on October 28, 2021, authorizing the City Manager to negotiate and execute a quitclaim deed, in a form acceptable to the City Attorney, to convey the Property to Miami Bethany Community Services, Inc., a Florida not for profit corporation ("Miami Bethany"), pursuant to Section 29-8(a) of the Charter of the City of Miami, Florida, as amended, for the purpose of redeveloping the Property into workforce and affordable housing ("Project"), subject to a various restrictions provided therein, including but not limited to the continuous operation of the existing Allapattah Public Branch Library and the development of a new library within the Project. The conveyance of the Property shall be subject to an automatic reverter provision requiring workforce and affordable housing on the Property and related restrictions In accordance with the Project for thirty (30) years. Miami Bethany is seeking City Commission approval to grant the City Manager the authority to convey the Property to an affiliate entity of Miami Bethany that is qualified to develop the Property in accordance with the requirements for the Project, Dulce Vida Apartments, LLC, a Florida limited liability company ("Dulce Vida"). Miami Bethany will have a membership Interest in Dulce Vida, provided that Miami Bethany will have no liability for any debts or other financial obligations of the limited liability company. Budget Impact Analysis Item is NOT Related to Revenue Rem is NOT funded by Bonds #1 1447061 vl Dulce Vida - PSA 2.21.23.clean 44824-0002 WILAJ 85 Total Fiscal impact: Reviewed By Department of Real Estate and Asset Management Review Completed 11/03/2022 1:24 PM Office of Management and Budget Pedro Lacrel Office of Management and Budget Marie Gouln City Manager's Office Larry M. Spring Legislative Division Valentin J Alvarez City Managers Office Arthur Noriega V OMNI Community Redevelopment Agency Office of the City Attorney Victoria Mendez City Commission Todd B. Hannon # 11447061 v 1 Dulce Vida - PSA 2.21.23.clean 44824-0002 Jacqueline Lorenzo Department Head Budget Analyst Review Budget Review Assistant City Manager Review Legislative Division Review City Manager Review Isiaa Jones Approved Form and Correctness Meeting Completed 11/03/2022 2:48 PM Completed 11/05/2022 2:12 PM Completed 11/07/2022 3:42 PM Completed 11/07/2022 4:23 PM Completed 11/07/2022 5:14 PM ACA Review Completed Completed 11/07/2022 7:21 PM Pending 11/17/2022 9''00 AM LOTS LOT2 .fND R.25.00. L=30.02' A•89'25'08' • II= LOTS LOT4 LOTS LOTS (SIDE NORTH, ry eaYme_E 1so.annryim.myRl . - - —6O9-S Irr Rrd739i1TAe4a5'(RI i 1. I• ' NW 35hTREET NOTE • HEAT ISLAND EFFECT ( MIAMI 21 ARTICLE 3 SECTION 3.13.2.13.2 SOLAR REFLECTANCE) FOR PAVING MATERIALS, ALL HAVING USED USED TO COMPLY WITH THIS SECTION SHALL HAVE A MINIMUM SOLAR REFLECTANCE AS SPECIFIED IN SECTIONS 3.13.2.(1WHEN 0) TESTED IN ACCORDANCE WITH AUTO E903 ORASTM E1918, 01) TESTED WITH A PORTABLE REFLECTOMETER AT NEAR AMBIENT CONDITIONS, OR (iil) DEFAULT VALUES OF SOLAR REFLECTANCE FOR LISTED MATERIAL MAYBE USED. • NON - ROOF REQUIREMENT: PAVING MATERIAL WITH A SOLAR REFLECTANCE OF AT LEAST 0.30 PER 3.13.2.9.1.5 OR NON - ROOF REQUIREMENT: PLACE A MINIMUM OF 50% OF PARKING SPACES UNDER COVER ( DEFINED AS UNDER GROUND, UNDER DECK UNDER ROOF, OR UNDER A BUILDING). ANY ROOF USED TO SHADE OR COVER PARKING MUST HAVE A SOLAR REFLECTANCE OF AT LEAST 0.30. LOT] LOTS Aei1,i iF �L•I i1 LOTS CD GROUND FLOOR / SITE PLAN SCALE: IR,Yd FNO 1.01 FNO BEHAR•FONT SEAL JAVIER FONT AR No. 125Y1 GATE 1110&20 PROJECT NO 20050 DRAWING NAME SHEET NO A-101 CD 2ND LEVEL FLOOR PLAN SCALE:1/16,14r BEHAR FONT SEAL JAVIER FONT AR No. 12547 DATE 160420 PROJECT NO.20-00D DRAWING NAME SHEEfNO A-102 h 4 4 4 1 t t 51 I EAST ELEVATION �rni F' ,ne =1'0 SOUTH ELEVATION 1 SCALE 1I1=1'.0 • 4 BEHAR•FONT SEAL: JAVIER FONT AR No. 12547 DATE. 10-09-20 PROJECT NO. 20-050 DRAWING NAME. SHEET NO A-201 WEST ELEVATION NORTH ELEVATION vt`e1 F;1116'=1'-O BEHAR•FONT SEAL. JAVIER FONT AR No. 12547 rEc� PROPOSED RESIDENTIAL DEVELOPMENT GATE 10.09-20 PROJECT NO. 20450 DRAWING NAME SHEET NO A-202 OSECTION Utl SCAlE:1/16 r.. 0111 GROLKOLEVEL EL .01 1.1110 ELEV aNeY LAI ELGV LJNI 10.1 .11 Witt LOOT rr LIBRARY UNIT STUDIO SWOP 511.1010 STUDIO STUDIO OFFICE a 4 OSECTION SCALE 1116,1'-0' • 4 s EL 1 O_SECTION SCALE: 1/16, 1'-0' BEHAR•FONT JAVIER FONT AR No. 12547 PROPOSED RESIDENTIAL DEVELOPMENT DATE 10-09.20 PROJECT NO: 20-050 ['PAWING NAME SHEET N0: A-301